Resolution on USA Foundation


The Following Resolution was passed unanimously by the Faculty Senate of the University of South Alabama on July 21, 1999

Whereas, the University of South Alabama Foundation and its assets are crucial to the long-term research, teaching, and service missions of University of South Alabama; and

Whereas, the wasteful current disputes and legal battles between the Foundation and the University administration harm the short and long-term interests of the faculty, staff, and students of the University; and

Whereas, a swift and fair resolution of the current disputes lies in the interests of all parties involved; and

Whereas, preserving and augmenting the assets managed by the University of South Alabama Foundation are tasks vital for fulfilling the University's mission in the decades ahead; and

Whereas, the immediate financial needs of the University always deserve a full, fair, and sympathetic hearing by the University of South Alabama Foundation Board,

Now Therefore Be It Resolved That The University of South Alabama Faculty Senate call upon former University President Frederick P. Whiddon to resign from his position as Managing Director of the University of South Alabama Foundation and his membership on the Board of Directors of the USA Foundation.

Be It Further Resolved that if Frederick P. Whiddon does not immediately so tender his resignation from any and all positions with the University of South Alabama Foundation that the Board of the Foundation take immediate steps to remove said Frederick P. Whiddon from any and all positions of trust with the Foundation.

Be It Further Resolved That the Faculty Senate of the University of South Alabama recommends that the University of South Alabama Foundation take the following actions:

1. Membership:

The University of South Alabama Foundation should amend its bylaws to provide 1/3 of its membership (7 out of 21) to representatives of the University of South Alabama Community as follows:

1. The President of the University of South Alabama

2. A Member of the Faculty of the University of South Alabama Elected for a 4-Year Term By the Faculty of the University

3. A Member of the USA Medical Community (The USA Medical School Faculty and the Medical Staff of the University Hospitals) Elected for a 4-year term by members of the USA Medical School Faculty and the Medical Staff of the University Hospitals

4. The Chairman Pro Tempore of the University of South Alabama Board of Trustees

5. The Vice Chairman of the University of South Alabama Board of Trustees

6. The Secretary of the University of South Alabama Board of Trustees

7. A Member of the Alumni Association of the University of South Alabama Elected for a 4-year term by the Alumni of the University of South Alabama

All members of the USA Foundation Board should have equal votes on all matters that come before the Foundation Board.

2. Foundation Financial Support of University of South Alabama Programmatic Efforts

The Foundation should annually appropriate a set amount of its total net assets to the University for use in that year. We recommend approximately 5%. Appropriations to the University in any given year made from restricted assets shall be used only for the purposes specified by the restrictions of the assets from which the appropriation is made. Other appropriations should be in the form of unrestricted grants to the University and grants to the University for for specific programmatic purposes as specified by the Foundation in response to requests made by the University. The Foundation may require that the University certify that grants for specific programmatic purposes will not replace funds for those purposes that the University would appropriate in the absence of Foundation support.

3. Meetings

Meetings of the Foundation should be open to any member of the University community. Meetings should not be held in executive session except where personnel issues are being considered, investment strategies are being discussed, or other business of such a nature as to jeopardize the successful operation of the Foundation would require an Executive Session. Telephone meetings should not be used to conduct Foundation business and votes on matters before the Foundation.

Times and places for Foundation Board meetings should be regular and announced well in advance.

4. Foundation Operating Expenses

1. Total Operating Expenses of the Foundation should not exceed .1% of the net assets of the Foundation in any given year or 1% of the assets transferred to the University in any given year, whichever is less.

2. Personnel policies of the Foundation should parallel those of the University. Specifically, vesting in the retirement system should be the same as the vesting rights for University employees and pay scales should be similar to those of the University of South Alabama.

5. Annual Financial Reports

Annual Financial Reports of the Foundation should be distributed to all interested parties no later than 90 days following the close of business for the year. Foundation reports should be available in a form that separates the operations of wholly owned subsidiaries or other entities such as Prime Health, Inc., PHAS, and Prime Health of Alabama from those of the Foundation.


Whereas Frederick P. Whiddon, Aubrey D. Green and The University of South Alabama Foundation have been sued by Jack R. Brunson and Donald Langham, members of the Board of said Foundation,

Whereas the University of South Alabama Board of Trustees has voted to join this suit with Mr. Brunson and Mr. Langham, also members of the Board of the University of South Alabama,

Whereas The University of South Alabama Foundation, Frederick P. Whiddon and Aubrey D. Greene have countersued Jack R. Brunson and Donald Langham

Whereas it is in the best interests of the Faculty of The University of South Alabama that these lawsuits be ended or concluded in such a manner that protects the best interests of the University of South Alabama

Whereas the cost of lawsuits and advertising are not in the best interest of the University of South Alabama

Now Therefore Be It Resolved the the University of South Alabama Faculty Senate call upon all parties engaged in suits and countersuits to terminate those suits forthwith in such a manner that protects the best interests of the University of South Alabama.


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Last date changed: Monday, July 10, 2000 09:34:48 AM
URL: http://www.southalabama.edu/fsenate/records/resolutions/19990721.htm