WHEREAS, pursuant to S.C. Code Ann. §59-125-1, et seq., the Board of Trustees of Winthrop University is created and established as a body corporate for the purpose of effectuating the educational mission of Winthrop University; and
WHEREAS, pursuant to the Winthrop University Board of Trustees’ Bylaws, Art. VIII, §2, the Finance Committee provides oversight and guidance regarding the University’s fiscal resources and may collaborate with the Strategic Planning and Facilities Committee about issues such as the incurrence of indebtedness; and
WHEREAS, “A Resolution Providing for the Issuance and Sale of Winthrop University Higher Education Revenue Bonds and Other Matters Related Thereto” (the “Bond Resolution”) was approved at a Called Meeting of the Winthrop University Board of Trustees on December 17, 2024 (the Bond Resolution is attached as Exhibit A hereto); and
WHEREAS, the minutes of the Board Meeting on December 17, 2024 reflect that the Finance Committee Chair brought forth a recommendation to approve the Bond Resolution and a resolution entitled “A Series Resolution Providing for the Issuance and Sale, in One or More Series, of Higher Education Revenue Bonds of Winthrop University in the Aggregate Principal Amount of Not Exceeding $10,000,000; Designating Certain Additional Facilities Under the Bond Resolution; and Other Matters Related Thereto” (the “Series Resolution”); however, the minutes of the Finance Committee meeting on December do not reflect a vote taken by the Finance Committee on December 17, 2024 about the Bond Resolution or Series Resolution. As a result, it is unclear whether the Bond Resolution or Series Resolution matter came before the Board of Trustees as a report by the Chair or as a recommendation of the Finance Committee following a vote. As a result, and in an abundance of caution to ensure the integrity of this process, the Board clarifies and amends the minutes of the Board Meeting to reflect that the information presented by the Finance Committee Chair about the Bond Resolution and Series Resolution was that of a report of the Finance Committee Chair. Further, the Finance Committee on July 31, 2026 considered again the matter of the Bond Resolution and Series Resolution and voted to ratify and confirm the Bond Resolution and Series Resolution, following a duly posted and noticed agenda regarding the Bond Resolution and Series Resolution and another matter. The Board notes that according to its Bylaws, Art. VIII, §2, the Finance Committee is not required to vote, recommend, or provide a report to the Board as a prerequisite for such action by the Board. Article I of the Bylaws references the "complete governance authority" of the Board and that it shall "exercise supreme institutional authority." Under Article IV (Powers, Responsibilities, and Duties of the Board), it provides that "the Board has general oversight of institutional operating and capital budgets, planning, projects, procurements and setting physical priorities." The ratification and confirmation of the Bond Resolution and Series Resolution are done in an abundance of caution to ensure the integrity of the process.
NOW, THEREFORE, BE IT RESOLVED that the Winthrop University Board of Trustees hereby amends its minutes regarding its December 17, 2024 meeting as set forth above.
BE IT FURTHER RESOLVED that the Winthrop Board of Trustees hereby ratifies and confirms the Bond Resolution and the Series Resolution.
BE IT FURTHER RESOLVED that the Secretary to the Board of Trustees shall certify that the Winthrop University Board of Trustees approved this resolution on the 31st day of July, 2026, in a special called meeting. Such resolution shall be maintained and publicly posted by the Secretary of the Board at the time and in the manner required by law.
