Nonprofit Greensboro Center for Innovative Development renamed Gateway Research Park, Inc.
Joseph Henderson, State Property office, August 17, 2006 email to Terrance Feravich UNC Thursday, I have now read the agreement, lease, background info put out by GCID, GCID article of incorporation, and bylaws, and revised the pertinent general statutes. It appears to me that A&T and UNCG set out on a course that was from the beginning contrary to the current statues governing millennial campuses. Given the appointment/election process for directors of GCID, how much control, if any, do the boards of trustees of the two institutions and the Board of Governors retain over the actions of GCID? It's hard to say who is in charge but my reading of the bylaws indicates the trustees and Board of Governors may have little say over, little knowledge of GCID's actions except with GCID cooperation. It seems the cart is before the horse. If the real estate on the millennial campus is to be managed as contemplated by the agreement and lease, the General assembly should be consulted and the legislation changed to allow it without manipulating or circumventing current statues. Joseph Henderson, State Property office, August 17, 2006 email to Terrance Feravich UNC Thursday.
   
(NC A&T) Bill Barlow, Jr.  wrote: You need to keep in mind that Gateway foundation is a Separate Non-Profit Agency. They are not required to meet almost all of the advertisement, review, design, award, minority notification, etc. that State Agencies are required to meet. We will not be in responsible for what they do if the monies are passed to them.
(NC A&T) Terry Feravich UNC wrote:
This is the somewhat the issue that some in OSBM are having... I've heard them say that the General Assembly was not explicitly made aware that this joint fund campus project would be accomplished in the fashion that you describe below and not by both or at least one of the campuses to which the the money was appropriated and entrusted.
I was not in all the conversations with the General assembly so I'm not sure what was said to the General Assembly.
Just my opinion, but the more we say that... We will not be in responsible for what they do if the monies are passed to them... the more they might harden into this position email Tue, 29 Jan 2008 Bill Barlow, Jr. cc Mirian Tripp UNC
   
May 19, 1999, UNCG Chancellor Patricia Sullivan and NC A&T Chancellor Edward Forte signed Knowledge Based Economic Development An affiliation Agreement Between North Carolina Agricultural and Technical State University and The University of North Carolina At Greensboro calling for Creation of a Center and Foundation established as a nonprofit corporation. The affiliation agreement called NC A&T and UNCG to take steps to facilitate the creation of a Foundation for Knowledge Based Economic Development - established as nonprofit corporation - whose purpose will be to receive, hold, and invest private monies, royalties and other non-public grant proceeds which maybe given to or derived from the research and development activities conducted under agreement.  The
Knowledge Based Economic Development An affiliation Agreement signed two months before NC A&T Chancellor Renick  became Chancellor took over went no where.     Universities Chancellors Dr. Patricia Sullivan and Dr. James Renick signed off on Articles of Incorporation of Nonprofit Greensboro Center for Innovative Development, as Natural persons, August 6, 2003. Sept. 19, 2003. Web posting and  News Reports and web posting indicate Sept. 23rd, 2003, NC A&T and UNCG Chancellors announced a proposed two site Joint Millennial Campus called the Greensboro Center for Innovative Development consisting of a North and South Campus. The North Campus was to consist of land and facilities that constituted the former School of the  Deaf transferred to UNC-Board of
 
 
Governor to establish Millennial Campuses. The South campus was purported to consist of 75 acres of NC A&T farmland. [see UNCG, N.C. A&T to Develop Joint Millennial Campus.  Articles of Incorporation for Nonprofit Greensboro Center for Innovative Development, were filed Oct. 30, 2003 listing UNCG Counsel Skip Capone as Enrolled Agent and Address of Corporations 1000 Spring Garden St. ( UNCG).
   
University Official in 2003 Lack Authorization to Create University Related Non-profit
NC General Statutes - Chapter 116 Article 1 Higher Education The University of North Carolina [1971] does not authorize university affiliated Nonprofits. In 1991 North Carolina Legislature in Article 31 established Piedmont Triad Research Institute and Graduate Engineering Program to further education and research in engineering that involved a nonprofit incorporating provision encompassing Chapter 55A of the General Statutes spelled out in enacting statue 116-250.
 
The Millennial Campus Statue Article 21B Chapter 116 which required an express determination that the campus had the administrative and physical capacity to establish and maintain a millennial campus made no provisions for nonprofits pursuant to Chapter 55A of the General Statutes.
 
Universities Chancellors Dr. Patricia Sullivan and Dr. James Renick signed off on Articles of Incorporation for Nonprofit Greensboro Center for Innovative Development, as Natural persons, August 6, 2003, as natural person over 18 years old. Greensboro Center for Innovative Development Article of Incorporation were file Oct. 30, 2003 with the Secretary of State creating the nonprofit listing 1000 Spring Garden Street (UNCG) as the principle address and Lucien Capone III as registered agent (UNCG Council) of the corporation.
 

NC A&T and UNCG BOT Resolutions dated , Aug. 22, 2003 and Aug. 28, 2003

Sept. 22, 2003 Chancellors' signed document
 
UNCG attorney Lucien Capone in document dated 09/07/2006 to Drteeter@ncdoj.gov stated: Statue authorizing creation of nonprofit G. S. 116-30.20 (2005-276,s.9.22 ) provides The Board of Governors of The University of North Carolina shall encourage the establishment of private, nonprofit corporations to support the constituent institutions of The University of North Carolina and The University System. N.C. G. S. 116-30.20 (2005-276,s.9.22 ) was
enacted August 2005 with Board of Governors authorization for senior University administrative officials to establish nonprofits embodied in The UNC Policy Manual 600.2.5.2[R] University-Associated Entity was adopted 11/16/2005 - two
 
 
 
years after universities Aug. 2003 resolutions calling for nonprofit corporation to be created for management of the Joint Millennial Campus will be entity designated to accept transfer of the North Carolina School for the Deaf from the UNC Board of Governors" - nullifying Resolutions dated, Aug. 22, 2003 and Aug. 28, 2003 as Ultra Vires of Board of Governors and constituents authority- Dead on Arrival.
   
NC A&T Lesley A. Renwick alleged , August 09, 2003, email to Carolyn Meyers says " Attached you will find documents shared between Skip Capone (UNC-G Atty.) and I for our Boards of Trustees regarding the creation of the Joint Millennial Campus. I understand that the Chancellors and Provosts have already approved the Articles of Incorporation and Bylaw drafts that Skip and I created." Universities Councils Capone and Renwick may have knowingly drafted resolutions calling for creation of nonprofit to management Joint Millennial Campus and be entity to accept transfer of the North Carolina School for the Deaf from UNC Board of Governors against a backdrop UNC Board of Governors lacked statutory authorization to do so.
     

Privatizing University of North Carolina
Members of the Guilford County Legislative Delegation Senate Appropriations Chair Kay Hagen and House Appropriations (Big) Chair Maggie Jeffus co-sponsored identical " forerunners legislation of G. S. 116-30.20

N.C. G. S. 116-30.20 ) is Unconstitutional
Article IX Sec. 9. of the NC Constitution of the State declares: The General Assembly shall provide that the benefits of The University of North Carolina and other public institutions of higher education, as far as practicable, be extended to the people of the State free of expense.
N.C. G. S. 116-30.20 (2005-276,s.9.22 )  Establishment of private, Nonprofit Corporations
The Board of Governors of The University of North Carolina shall encourage the
 
   
establishment of private, nonprofit corporations to support the constituent  institution of The University of North Carolina and The University System. The  statue does not define what constitute "support" therefore arbitrary, capricious and vague.    Example § 116-198.33. Definitions. (4b) Term "Millennial Campus" means all real property and appurtenant facilities designated by the Board of Governors as part of a Millennial Campus of a constituent institution of The University of North Carolina other than North Carolina State University or the University of North Carolina at Chapel Hill.   Statue : The President of The University of North Carolina and the chancellors of the Constituent institutions may assign employees to assist with the establishment and operation of a nonprofit corporation and may make available to the corporation office space, equipment, supplies, and other related resources, provided, the sole purpose of the corporation is to support The University of North Caroline or one or more of its constituent institutions. Statue doesn't required a economic benefit determination.  Example:  § 116-198.34. General powers of Board of Governors (8b) in part  designation shall be based on an express 48 finding by the Board of Governors that the institution desiring to create a "Millennial Campus" has the administrative and fiscal capability to create 50 and maintain such a campus .
     
Gateway with Lease, Management Services and Development Agreement, and MOU Controls Research, Equipment, and Properties
NC A&T and UNCG  July 2005 entered into a, Management Services and Development Agreement between Greensboro Center for Innovative Development, INC. and North Carolina Agricultural and Technical State University and The University of North Carolina at Greensboro effective July 1, 2005, signed off on by Chancellors Sullivan and Renick and universities BOT Chairs.
Management Services and Development Agreement (MSDA) says, the General Assembly of North Carolina and the Board of Governors of the University of North Carolina designated certain state property to be developed as a Joint Millennial Campus by the Universities under the terms of the Millennial Campus Financing Act, Article 21 B, Chapter 116 of the North Carolina General Statues;
  • GCID is a separately incorporated nonprofit organization ...(ii) to foster economic development and entrepreneurial activities in the region, by engaging in such activities as purchasing, developing or managing real estate for expansion, research facilities or other capital improvements desired by the Universities at the JMC;
  • Pursuant to this Agreement, GCID shall operate and maintain on behalf of the Universities those University facilities located on the JMC and other University facilities as the Universities may designate from time to time (each, a "Managed Facility") ;
  • GCID is a separately incorporated nonprofit organization ...(ii) to foster economic development and entrepreneurial activities in the region, by engaging in such activities as purchasing, developing or managing real estate for expansion, research facilities or other capital improvements desired by the Universities at the JMC;
  • Each of the Universities receives State funds through the Continuation Budget which are to be used to operated and University facilities. ;

NC A&T Administrative Council Meeting Oct. 6, 2009
UNCG (Feb 2006) Lease Agreement between the Greensboro Center for Innovative Development and UNCG and NC A&T

Alleged NCA&T Administrative Council Meeting Oct. 6, 2009
  • In furtherance of GCID's obligations under this Agreement to manage the JMC on behalf of the Universities, each University shall use its best efforts to transfer to GCID any funds received by it for the benefit of the JMC or GCID;
  • Each University shall provide operating funding to GCID of $150,000 per year for each of the five (5) fiscal years ending June 30, 2010;
  • In furtherance of GCID's obligations under this Agreement to manage the JMC on behalf of the Universities, each University shall use its best efforts to transfer to GCID any funds received by it for the benefit of the JMC or GCID;
  • Each University shall provide operating funding to GCID of $150,000 per year for each of the five (5) fiscal years ending June 30, 2010;

BUT
 
First Regular NC A&T Board of Trustees Meeting Sept. 21,2005  minutes, indicate  Dr. Speight-Buford reported that during Closed Session, the Board approved the Management Services and Development Agreement between [nonprofit]  Greensboro Center for Innovative Development, Inc. and North  
Carolina Agricultural and Technical Sate University and The University of North Carolina at Greensboro. "MSDA"
Executive Session Minutes allege, Kluttz-Leach presented the Management Services and Development Agreement between Greensboro Center for Innovative Development, Inc. and North Carolina Agricultural and Technical State University and The University of North Carolina at Greensboro for Board consideration. Allegedly, she briefly shared that the purpose of the agreement is to recognize GCID as an independent contractor so that the center can manage all necessary services and facilities that will be developed at the Joint Millennial Campus. She noted that the agreement has been reviewed and approved by the UNC Office of the President Legal Counsel as well as having been approved by the UNC Greensboro board of Trustees.  
Fast forwarding  four months to Feb. 2nd 2006, UNCG Board of Trustees Action Item : Lease Agreement between the Greensboro Center for Innovative Development and UNCG and NC A&T was consider  whose background information indicated the MSDA formally established a relation between the Greensboro Center for Innovative Development and the Universities underlining that when Nonprofit  GCID was established Oct. 2003 by University .  
officials it was not university affiliated.
 Sept 2005 NC A&T and UNCG  Board of Trustee approval of the MSDA preceded UNC Board of Governors enactment of  UNC Policy Manual 600.2.5.2[R] pertaining to nonprofits therefore  MSDA agreement was void.
G. S. 116-30.20 (2005-276,s.9.22 ) was enacted August 2005 with Board of		  
Governors authorization for senior University administrative officials to establish nonprofits embodied in The UNC Policy Manual 600.2.5.2[R] University-Associated Entity adopted 11/16/2005.
For example notwithstanding A&T's 2001 Master Plan update calling for establishing university Millennial Campus at farm, credited in the media as the work of UNCG district NC Senator Kay Hagan (UNCG Greensboro) June 30, 2003 General Assembly, Session Law 2003-2984,Section 6.20 reallocated former Central School of the Deaf to UNC BOG to be used for the establishment of Millennium campuses of the University of North Carolina at Greensboro and North Carolina Agricultural and Technical State University. UNC Board of Governors Committee for Budget and Finance July 2003 recommend Law
 
2003-2984,Section 6.20 Transfer of Land for the Millennium Campuses of UNC Greensboro and NC A&T State University for UNC Board of Governors consideration.
     
 GCID (Corporation)  did not  the Required Elements of University-Associated Entity Relationship, UNC Policy Manual 600.2.5.2[R] -Required Elements of University-Associated Entity Relationship : An “Associated Entity” means any foundation, association, corporation, LLC, partnership or other non profit entity that was established by officers of the University, that is controlled by the University.   Executive Session Minutes allege, Kluttz-Leach presented the Management Services and Development Agreement between Greensboro Center  
for Innovative Development, Inc. and North Carolina Agricultural and Technical State University and The University of North Carolina at Greensboro for Board consideration. Allegedly, she briefly shared that the purpose of the agreement is to recognize GCID as an independent contractor.
Joseph Henderson, State Property office, August 17, 2006 email to Terrance Feravich UNC, I have now read the agreement, lease, background info put out by GCID, GCID article of incorporation, and bylaws, and revised the pertinent general statutes. It appears to me that A&T and UNCG set out on a course that was from the beginning contrary to the current statues governing millennial campuses. Given the appointment/election process for directors of GCID, how much control, if any, do the boards of trustees of the two institutions and the Board of Governors retain over the actions of GCID? It's hard to say who is in charge but my reading of the bylaws
indicates the trustees and Board of Governors may have little say over, little knowledge of GCID's actions except with GCID cooperation. It seems the cart is before the horse. If the real estate on the millennial campus is to be managed as contemplated by the agreement and lease, the General assembly should be consulted and the legislation changed to allow it without manipulating or circumventing current statues. Joseph Henderson, State Property office, August 17, 2006 email to Terrance Feravich UNC Thursday.
 
Pursuant to applicable provisions of state law and policies of the Board of Governors, the boards of trustees of affected constituent institutions shall have authority and responsibility for the adoption of policies applicable to and the control and supervision of campus facilities The UNC Policy Manual Chapter 100.1 - The Code, [G.S. 116-35], XVI. AUXILIARY ENTERPRISES, UTILITIES AND MISCELLANEOUS FACILITIES
 
MSDA Section I. Relationship to Parties:
  •  (A) GCID is a separately incorporated nonprofit organization,
  • (B)  The Board of Directors of GCID shall manage the business affairs of GCID.
  • (C)  In carrying out its duties and responsibilities under this Agreement GCID will act at all times as an independent contractor of the Universities, and nothing here shall be construed as making GCID an employee, partner, agent or joint venturer of the Universities or vice-versa.

therefore GCID renamed Gateway Research Park in 2006 was not University control as required by UNC Policy Manual 600.2.5.2[R]