STATE OF NEW HAMPSHIRE SUPERIOR COURT HILLSBOROUGH, SS. No. 216-2019-CV-01068 NORTHERN DISTRICT ABBOT MARK COOPER, O.S.B., et. al v. BOARD OF TRUSTEES OF SAINT ANSELM COLLEGE RESPONDENT’S MOTION TO DISQUALIFY PETITIONERS’ COUNSEL Respondent, Board of Trustees of Saint Anselm College (the “Board” or “Respondent”), moves to disqualify Petitioners’ counsel, the law firm of Wadleigh, Starr & Peters, PLLC (the “Wadleigh Firm”), from representing the interests of the Petitioners against Respondent for the following reasons, and as stated in greater detail in Respondent’s supporting Memorandum of Law. 1. In the above-captioned action, the Wadleigh Firm currently represents Petitioner, Abbot Mark Cooper, O.S.B., Chair of the Members and Chancellor of Saint Anselm College, (the “Abbot”) as well as named Petitioner, Saint Anselm College Corporation 1 against the Board. Partners of the Wadleigh Firm formerly served as counsel of record to the Saint Anselm College Corporation (the “College” or the “College Corporation”), in matters substantially related, if not identical, to the matters raised in the Petition. 1 Respondent filed a companion Motion to Strike “Saint Anselm College Corporation” from Petitioners’ Petition, where the Wadleigh Firm is not legal counsel for Saint Anselm College Corporation.
Transcript
STATE OF NEW HAMPSHIRE
SUPERIOR COURT
HILLSBOROUGH, SS. No. 216-2019-CV-01068
NORTHERN DISTRICT
ABBOT MARK COOPER, O.S.B., et. al
v.
BOARD OF TRUSTEES OF SAINT ANSELM COLLEGE
RESPONDENT’S MOTION TO DISQUALIFY PETITIONERS’ COUNSEL
Respondent, Board of Trustees of Saint Anselm College (the “Board” or
“Respondent”), moves to disqualify Petitioners’ counsel, the law firm of Wadleigh,
Starr & Peters, PLLC (the “Wadleigh Firm”), from representing the interests of the
Petitioners against Respondent for the following reasons, and as stated in greater
detail in Respondent’s supporting Memorandum of Law.
1. In the above-captioned action, the Wadleigh Firm currently represents
Petitioner, Abbot Mark Cooper, O.S.B., Chair of the Members and Chancellor of
Saint Anselm College, (the “Abbot”) as well as named Petitioner, Saint Anselm
College Corporation1 against the Board. Partners of the Wadleigh Firm formerly
served as counsel of record to the Saint Anselm College Corporation (the
“College” or the “College Corporation”), in matters substantially related, if not
identical, to the matters raised in the Petition.
1 Respondent filed a companion Motion to Strike “Saint Anselm College Corporation” from
Petitioners’ Petition, where the Wadleigh Firm is not legal counsel for Saint Anselm College
Corporation.
2
2. As set forth in the Affidavits of Chair of the Board, Ann Catino, and
current President of Saint Anselm College, Dr. Joseph Favazza, attached to the
supporting Memorandum of Law, the Wadleigh Firm does not currently serve as
legal counsel to the College Corporation, and therefore the College Corporation is
a former client of the Wadleigh Firm.
3. The interests of the Abbot as alleged in the Petition are directly and
materially adverse to the interests of the College Corporation and the Board.
The College is currently seeking reaccreditation from its regional accrediting
agency, the New England Commission of Higher Education (“NECHE”). An issue
raised by NECHE is the governance authority for amending the College
Corporation’s bylaws. As set forth in greater detail in Respondent’s supporting
Memorandum of Law, the representation of the Petitioners in this matter
regarding the process for amending the bylaws adversely affects the College’s
reaccreditation efforts in this regard. In addition, allegations in the Petition
raise questions about the validity of the College’s 2009 corporate governance
structure and New Hampshire law regarding the process for amending the
bylaws of the College Corporation, matters in which the Wadleigh Firm served as
legal counsel for the College Corporation. Thus, the Wadleigh Firm must be
disqualified under New Hampshire Rules of Professional Conduct 1.9(b) and 1.10.
4. In the alternative, if this Court rules that the College is a current
client of the Wadleigh Firm, as opposed to a former client, the Wadleigh Firm is
still disqualified under New Hampshire Rule of Professional Conduct 1.7, where
3
the Wadleigh Firm represents the Abbot’s position that is directly adverse to the
interests of the College and its Board of Trustees.
5. Certain members of the Wadleigh Firm, in particular, are also
disqualified under Rule 3.7 as they are likely to be necessary witnesses at trial.
6. Counsel for the Board has not contacted the Wadleigh Firm as the
Petitioners’ counsel to obtain their assent to the relief sought in this Motion as it
can be reasonably assumed that they will not assent. See N.H. Super. Ct. R.
11(C). Counsel for the Board has sought the assent of the Director of Charitable
Trusts in the relief sought by this motion, and the Director takes no position. See
id.
PRAYER FOR RELIEF
WHEREFORE, Respondent respectfully requests that this Honorable Court:
A. Disqualify the Wadleigh Firm from representing the Petitioners in this
action; and
B. Grant such other relief as may be just and proper.
4
Respectfully submitted,
The Board of Trustees of Saint Anselm
College
By its attorneys,
Bernstein, Shur, Sawyer & Nelson, P.A.
Dated: December 12, 2019 /s/ Edward J. Sackman, Esq.
I hereby certify that on this date I am sending a copy of this document as
required by the rules of the court. I am electronically sending this document
through the court’s electronic filing system to all attorneys and to all other parties
who have entered electronic service contacts in this case. I am mailing or hand-
delivering copies to all other interested parties.
/s/ Edward J. Sackman, Esq.
Edward J. Sackman, Esq.
EXHIBIT A
EXHIBIT B
EXHIBIT C
EXHIBIT D
23.
SCHEDULE IVTO THE
CONTRACT OF PURCHASE
Form of Opinion of Wadleigh, Starr & Peters, P.L.L.C.,Counsel to the Institution
July 25, 2013
New Hampshire Health and Education Facilities Authority54 South State StreetConcord, New Hampshire 03301
U.S. Bank National AssociationOne Federal Street, 3rd FloorBoston, Massachusetts 02110
Piper Jaffray & Co.as Underwriter
71 South Wacker Drive, Suite 2400Chicago, Illinois 60606
Saint Anseim College100 Saint Anselm DriveManchester, New Hampshire 03102
Ladies and Gentlemen:
This opinion is provided to you pursuant to the requirements of the Contract of Purchase datedJuly 11, 2013, by and between Piper Jaifray & Co. (the "Underwriter") and the New Hampshire Health andEducation Facilities Authority (the "Authority") and accepted by Saint Anselm College (the "Institution") relating tothe purchase of the $12,000,000 Revenue Bonds, Saint Anselm College Issue, Series 2013 (the "Bonds") of theAuthority.
We serve as counsel to the Institution in connection with the sale of the Bonds.
All references in this opinion to instruments and other defined terms shall mean the instrumentsand other terms as defined in the Contract of Purchase. We have reviewed and relied upon the instruments referredto in this opinion and in the Record of Proceedings and the proceedings of the Institution in connection with thistransaction. We have also examined and relied upon such public records and other documents and materials as wehave deemed necessary under the circumstances in connection with this opinion.
In rendering the opinions herein qualified by our knowledge, we have made due inquiry as to suchmatters and are not aware of any information which would lead us to form a different legal opinion. As to matters offact, and in making the investigations referred to in our opinion, we have relied upon: (i) our actual knowledge; (ii)the information obtained from public officials and public records that is referred to herein; and (iii) representationscontained in the Agreement, the representations of the officers of the Institution contained in the Certificate(s) of theInstitution on behalf of the Institution delivered at closing included in the Record of Proceedings and discussionswith representatives of the Institution. We are not aware of any factual information which would lead us to form alegal opinion that the documents and certificates we have examined contain any untrue statement of a material fact.
We have assumed that the following facts are true in rendering this opmi.... (i) with the exceptionof the signatures of representatives of the Institution, the genuineness of all signatures on all documents; (ii) theauthenticity of all documents (other than those executed or delivered by the Institution) submitted to us as originals;(iii) the conformity to the originals of all documents submitted to us as copies; (iv) the correctness and accuracy ofall facts set forth in all certificates and reports identified in this opinion; (v) the due authorization, execution and
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24.
delivery of, and the validity and binding effect of the Agreement, the Tax Regulatory Agreement, the DisclosureAgreement, the Note and the Letter of Representation (collectively the "Bond Documents") with regard to theparties to those agreements other than the Institution; (vi) the delivery to or for the benefit of the Institution at theclosing of the funds to be loaned pursuant to the Bond Documents; and (vii) the Institution has title to the propertydescribed in the Financing Statements. We are not aware of any factual information which would lead us toconclude that the foregoing assumptions are incorrect in any material respect.
The opinions expressed below are qualified to the extent that the enforceability of any of theprovisions of any of the Bond Documents, or of any rights granted to any party thereunder may be subject to oraffected by: (i) applicable banlcruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, equitablesubordination or similar laws affecting the rights of creditors generally; (ii) statutory or decisional law concerningrecourse by creditors to security in the absence of notice or hearing; (iii) general principles of equity and limitationson the availability of the remedy of specific performance, injunctive or other relief in equity which is subject to thediscretion of the court before which any proceeding for such remedy may be brought (regardless of whetherenforceability is considered in a proceeding in equity or at law); (iv) compliance with, and limitations imposed by,procedural requirements of state law, including the Uniform Commercial Code, relating to the exercise of remediesby a lender; (v) limitations based on statutes or on public policy limiting a person's right to waive the benefits ofstatutory provisions or common law rights; (vi) limitations on the right of a lender or creditor to exercise rights andremedies or impose penalties for late payments or other defaults by a borrower or debtor if it is determined that (a)the defaults are not material, the penalties bear no reasonable relation to the damage suffered by the lender orcreditor as a result of the delinquencies or defaults, or it cannot be demonstrated that the enforcement of therestrictions or burdens is reasonably necessary for the protection of the lender or creditor, or (b) the lender's orcreditor's enforcement of the covenants or provisions under the circumstances would violate the lender's or creditor'simplied covenants of good faith and fair dealing; (vii) the unenforceability under certain circumstances of provisionsto the effect that failure to exercise or delay in exercising rights or remedies will not operate as a waiver of the rightor remedy; and (viii) the unenforceabiity under certain circumstances, under New Hampshire or federal statutes, orcourt decisions, of provisions indemnifying or prospectively releasing a party against liability for its own wrongfulor negligent acts or where the release or indemnification is contrary to public policy. Subject to paragraphs (i) and(iii) above, the application of the above limitations will not render the Bond Documents invalid as a whole orsubstantially interfere with realization of the principal benefits or security provided by the Bond Documents.
In rendering the opinions set forth herein, we call your attention to the fact that we are not opiningwith respect to environmental, real estate, zoning or land use matters except as specifically set forth in a separateland use opinion of even date issued by [our firm}[ I.
We render no opinion with respect to the enforceability of any provision in the Bond Documentsassigning or granting a security interest in any account or claim subject to the Assignment of Claims Act, 41U.S.C.A. §15 and 31 U.S.C.A. §3727 or comparable state statutes
We have reviewed the instniments referred to in this opinion and the proceedings of the Institutionin connection with this transaction. We have also examined such public records and other documents and materialsas we have deemed necessary under the circumstances in connection with this opinion. On the basis of suchexamination, we are of the opinion that:
(1) The Institution has been duly created and is validly existing as a not -for-profitcorporation in good standing under the laws of the State of New Hampshire.
(2) The Bond Documents have been duly authorized, executed and delivered by theInstitution and constitute legal, valid and binding agreements of the Institution, enforceable inaccordance with their terms.
(3) To the best of our knowledge, after due inquiry, there is no action, suit,proceeding or investigation at law or in equity before or by any court, public board or body, or anyother legal or governmental proceeding, pending or threatened against or affecting the Institutionor the Project, wherein an unfavorable decision, ruling or fmding would materially adverselyaffect the Institution, the Project, the Facility, the Property or the transactions contemplated by the
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25.
Official Statement, the Bond Resolution, the Bond Documents or the Contract of Purchase or thevalidity of the Bonds.
(4) The execution and delivery of the Bond Documents by the Institution, and theapproval of the Official Statement and the Contract of Purchase, and compliance with theprovisions thereof, under the circumstances contemplated thereby, do not and will not in anymaterial respect conflict with or constitute on the part of the Institution a breach of or defaultunder: (1) any existing law, regulation, court order or consent decree to which the Institution issubject ; or (2) to the best of our knowledge, foUowing due inquiry, any other material agreementor instrument to which the Institution is a party.
(5) The Institution has duly approved the Contract of Purchase and the Institutionhas approved the inclusion in the Official Statement of the information relating to the Institution.
(6) On the basis of the information which was developed in the course ofperformance of our services in connection with the preparation of the Official Statement, nothinghas come to our attention which would lead us to believe that the Official Statement (except forany financial statements and other financial and statistical data therein, as to which we express noopinion), as of its date and as of the date hereof, contains an untrue statement of a material fact, asit relates to the Institution, the Project, the Facility or the Property, or omits to state a material fact,as it relates to the Institution, the Project, the Facility or the Property, required to be stated thereinor necessary to make the statements therein, in the light of the circumstances under which theywere made, not misleading.
(7) The Institution has full legal power and authority to enter into the BondDocuments, and has full legal power and authority, and all necessary material licenses, approvalsand permits, to own and operate its educational facilities, including the Project.
(8) The Institution is an organization described in Section 50l(c)(3) of the InternalRevenue Code of 1986, as amended (the "Code"), is exempt from federal income tax underSection 501(a) of the Code, and is not a "private foundation" as defined in Section 509(a) of theCode. The Project will be used in furtherance of the "exempt purpose" of the Institution asdefined in Section 501 (c)(3) of the Code.
(9) We have caused to be filed financing statements in conformity with the UniformCommercial Code of the State of New Hampshire ("UCC") in the office of the Secretary of Stateof the State of New Hampshire (the "Filing Office"): (a) naming the Institution as debtor and theAuthority as secured party with respect to the Gross Receipts of the Institution; and (b) naming theAuthority as debtor and the Bond Trustee as secured party with respect to the Authority's rightsassigned to the Trustee under the Bond Indenture. No flu-ther or subsequent recording or filing orrerecording or refiling of such instruments, other than continuation statements, is necessary inorder to preserve, perfect (to the extent the same may be perfected by filing) or maintain theinterests of the Authority in the Gross Receipts created by the Agreement and the interests of theBond Trustee assigned to it by the Authority under the Bond Indenture.
(10) We have caused to be searched the applicable Uniform Commercial Codefinancing statement filings in the Filing Office naming the Institution as debtor. In reliance on thissearch, and assuming the vesting of title to the Gross Receipts in the Institution, the filing of thefinancing statements identified in the preceding paragraph perfects a valid security interest ofrecord in the Gross Receipts, to the extent perfection may be obtainedby filing and subject to thePermitted Encumbrances identified in Schedule C to the Agreement.
This opinion is rendered as of the date set forth above and we express no opinion as tocircumstances or events which may occur subsequent to such date. This opinion may be reliedupon by the addressees, their successors and assigns and by no other person or entity, except that
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26.
Counsel to all of the parties to the above -referenced transaction, including Bond Counsel, may relyon this opinion as if it were specifically addressed to them.
Very truly yours,
1259145.3 037492 cop
EXHIBIT E
23.
SCHEDULE. IV TO THE
CONTRACT OF PURCHASE
Form of Opinion of Wadleigh, Starr & Peters, P.L.L.C., Counsel to the Institution
November 10, 2016
New Hampshire Health and Education Facilities Authority 54 South State Street Concord, New Hampshire 03301
U.S. Bank National Association One Federal Street, 3rd Floor Boston, Massachusetts 02110
Piper Jaffray & Co., as Underwriter
71 South Wacker Drive, Suite 2400 Chicago, Illinois 60606
Saint Anselm College 100 Saint Anselm Drive Manchester, New Hampshire 03102
Ladies and Gentlemen:
This opinion is provided to you pursuant to the requirements of the Contract of Purchase dated October 25, 2016, by and between Piper Jaffray & Co. (the "Underwriter") and the New Hampshire Health and Education Facilities Authority (the "Authority") and accepted by Saint Anselm College (the "Institution") relating to the purchase of the $17,445,000 Revenue Bonds, Saint Anselm College Issue, Series 2016 (the "Bonds") of the Authority.
We serve as counsel to the Institution in connection with the sale of the Bonds.
All references in this opinion to instruments and other defined terms shall mean the instruments and other terms as defined in the Contract of Purchase or in the Agreement. We have reviewed and relied upon the instruments referred to in this opinion and in the Record of Proceedings and the proceedings of the Institution in
connection with this transaction. We have also examined and relied upon such public records and other documents and materials as we have deemed necessary under the circumstances in connection with this opinion.
In rendering the opinions herein qualified by our knowledge, we have made due inquiry as to such matters and are not aware of any information which would lead us to form a different legal opinion. As to matters of fact, and in making the investigations referred to in our opinion, we have relied upon: (i) our actual knowledge; (ii) the information obtained from public officials and public records that is referred to herein; and (iii) representations contained in the Agreement, the representations of the officers of the Institution contained in the Certificate(s) of the Institution on behalf of the Institution delivered at closing included in the Record of Proceedings and discussions with representatives of the Institution. We are not aware of any factual information which would lead us to form a legal opinion that the documents and certificates we have examined contain any untrue statement of a material fact.
We have assumed that the following facts are true in rendering this opinion: (i) with the exception of the signatures of representatives of the Institution, the genuineness of all signatures on all documents; (ii) the authenticity of all documents (other than those executed or delivered by the Institution) submitted to us as originals; (iii) the conformity to the originals of all documents submitted to us as copies; (iv) the correctness and accuracy of
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all facts set forth in all certificates and reports identified in this opinion; (v) the due authorization, execution and delivery of, and the validity and binding effect of the Agreement, the Tax Regulatory Agreement, the Disclosure Agreement, the Note and the Letter of Representation (collectively the "Bond Documents") with regard to the parties to those agreements other than the Institution; (vi) the delivery to or for the benefit of the Institution at the closing of the funds to be loaned pursuant to the Bond Documents; and (vii) the Institution has title to the property described in the Financing Statements (defined below). We are not aware of any factual information which would lead us to conclude that the foregoing assumptions are incorrect in any material respect.
The opinions expressed below are qualified to the extent that the enforceability of any of the provisions of any of the Bond Documents, or of any rights granted to any party thereunder may be subject to or affected by: (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, equitable subordination or similar laws affecting the rights of creditors generally; (ii) statutory or decisional law concerning recourse by creditors to security in the absence of notice or hearing; (iii) general principles of equity and limitations on the availability of the remedy of specific performance, injunctive or other relief in equity which is subject to the discretion of the court before which any proceeding for such remedy may be brought (regardless of whether enforceability is considered in a proceeding in equity or at law); (iv) compliance with, and limitations imposed by, procedural requirements of state law, including the Uniform Commercial Code, relating to the exercise of remedies by a lender; (v) limitations based on statutes or on public policy limiting a person's right to waive the benefits of statutory provisions or common law rights; (vi) limitations on the right of a lender or creditor to exercise rights and remedies or impose penalties for late payments or other defaults by a borrower or debtor if it is determined that (a) the defaults are not material, the penalties bear no reasonable relation to the damage suffered by the lender or creditor as a result of the delinquencies or defaults, or it cannot be demonstrated that the enforcement of the restrictions or burdens is reasonably necessary for the protection of the lender or creditor, or (b) the lender's or creditor's enforcement of the covenants or provisions under the circumstances would violate the lender's or creditor's implied covenants of good faith and fair dealing; (vii) the unenforceability under certain circumstances of provisions to the effect that failure to exercise or delay in exercising rights or remedies will not operate as a waiver of the right or remedy; and (viii) the unenforceability under certain circumstances, under New Hampshire or federal statutes, or court decisions, of provisions indemnifying or prospectively releasing a party against liability for its own wrongful or negligent acts or where the release or indemnification is contrary to public policy. Subject to paragraphs (i) and (iii) above, the application of the above limitations will not render the Bond Documents invalid as a whole or substantially interfere with realization of the principal benefits or security provided by the Bond Documents.
In rendering the opinions set forth herein, we call your attention to the fact that we are not opining with respect to environmental, real estate, zoning or land use matters except as specifically set forth herein.
We render no opinion with respect to the enforceability of any provision in the Bond Documents assigning or granting a security interest in any account or claim subject to the Assignment of Claims Act, 41 U.S.C.A. §15 and 31 U.S.C.A. §3727 or comparable state statutes
We have reviewed the instruments referred to in this opinion and the proceedings of the Institution in connection with this transaction. We have also examined such public records and other documents and materials as we have deemed necessary under the circumstances in connection with this opinion. On the basis of such examination, we are of the opinion that:
(1) The Institution has been duly created and is validly existing as a not -for-profit corporation in good standing under the laws of the State of New Hampshire.
(2) The Bond Documents have been duly authorized, executed and delivered by the Institution and constitute legal, valid and binding agreements of the Institution, enforceable in accordance with their terms.
(3) To the best of our knowledge, after due inquiry, there is no action, suit, proceeding or investigation at law or in equity before or by any court, public board or body, or any other legal or governmental proceeding, pending or threatened against or affecting the Institution or the Project, wherein an unfavorable decision, ruling or finding would materially adversely affect the Institution, the Project, the Facility, the Property or the transactions contemplated by the
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25.
Official Statement, the Bond Resolution, the Bond Documents or the Contract of Purchase or the validity of the Bonds.
(4) The execution and delivery of the Bond Documents by the Institution, and the approval of the Official Statement and the Contract of Purchase, and compliance with the provisions thereof, under the circumstances contemplated thereby, do not and will not in any material respect conflict with or constitute on the part of the Institution a breach of or default under: (1) any existing law, regulation, court order or consent decree to which the Institution is subject ; or (2) to the best of our knowledge, following due inquiry, any other material agreement or instrument to which the Institution is a party.
(5) The Institution has duly approved the Contract of Purchase and the Institution has approved the inclusion in the Official Statement of the information relating to the Institution.
(6) On the basis of the information which was developed in the course of performance of our services in connection with the preparation of the Preliminary Official Statement and the Official Statement, nothing has come to our attention which would lead us to believe that the Preliminary Official Statement, as of its date and as of the date of execution of the Contract of Purchase, or the Official Statement, as of its date and as of the date hereof (except for any financial statements and other financial and statistical data therein, as to which we express no opinion), contains an untrue statement of a material fact, as it relates to the Institution, the Project, the Facility or the Property, or omits to state a material fact, as it relates to the Institution, the Project, the Facility or the Property or the use of proceeds of the Bonds, required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
(7) The Institution has full legal power and authority to enter into the Bond Documents, and has full legal power and authority, and all necessary material licenses, approvals and permits, to own and operate its educational facilities, including the Project. To the extent any such licenses, approvals and permits relating to the Project are not available as of the date hereof, we do not know of any reason why these would not be granted as the Project progresses.
(8) The Institution is an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), is exempt from federal income tax under Section 501(a) of the Code, and is not a "private foundation" as defined in Section 509(a) of the Code. The Project will be used in furtherance of the "exempt purpose" of the Institution as defined in Section 501(c)(3) of the Code.
(9) We have caused to be filed financing statements (the "Financing Statements") in conformity with the Uniform Commercial Code of the State of New Hampshire ("UCC") in the office of the Secretary of State of the State of New Hampshire (the "Filing Office"): (a) naming the Institution as debtor and the Authority as secured party with respect to the Gross Receipts of the Institution; and (b) naming the Authority as debtor and the Bond Trustee as secured party with respect to the Authority's rights assigned to the Trustee under the Bond Indenture. No further or subsequent recording or filing or rerecording or refiling of such instruments, other than continuation statements, is necessary in order to preserve, perfect (to the extent the same may be perfected by filing) or maintain the interests of the Authority in the Gross Receipts created by the Agreement and the interests of the Bond Trustee assigned to it by the Authority under the Bond Indenture.
(10) We have caused to be searched the applicable Uniform Commercial Code financing statement filings in the Filing Office naming the Institution as debtor. In reliance on this search, and assuming the vesting of title to the. Gross Receipts in the Institution, the filing of the Financing Statements identified in the preceding paragraph perfects a valid security interest of record in the Gross Receipts, to the extent perfection may be obtained by filing and subject to the Permitted Encumbrances identified in Schedule C to the Agreement.
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This opinion is rendered as of the date set forth above and we express no opinion as to circumstances or events which may occur subsequent to such date. This opinion may be relied upon by the addressees, their successors and assigns and by no other person or entity, except that Counsel to all of the parties to the above -referenced transaction, including Bond Counsel, may rely on this opinion as if it were specifically addressed to them.
Harry Dumay updated the Board on steps taken since the last Board meeting. He then
presented the final project budget and timeline including the financing plan.
Motion: The administration is requesting that the Board of Trustees approves the Student
Center project budget and timeline and votes to approve the attached bond resolution.
Moved by Ann Catino. Seconded by Kevin Gould
Joanne Pietrini Smith called for a voice vote. All voted in favor, none against, no abstentions
Ann Catino congratulated Harry Dumay, Bill Furlong, Steve DiSalvo and their team.
The Bond Resolution was
approved by the Board of
Trustees
Present: Chair, Joanne Pietrini-Smith; Steven DiSalvo, President; Nancy Blattner; Ann Catino; Marie Chabot-Fletcher; Joel Cohen;
Charles Crowley; Rev. Jerome Day; Geraldine DeLuca; Rev. Bernard Disco; Christine Douville; Stephen Ellis; Msgr. William Fay; Daniel
Flatley; Rev. John Fortin; Kenneth Goodchild; Kevin Gould; James Hauser; Roger Jean; Elizabeth Kelly; John Lavelle; Rev. Mark Massa;
Richard Meelia; Bro. Isaac Murphy; Dorothy Musho; Joseph Pepe; Frank Pfeffer; Rev. Benet Phillips; Lisa Kennedy Sheldon; Bro. Andrew
Thornton; Recorder: Janet Poirier
Not Present: Denise Askin; Richard Bready; Robert Connor; Abbot Mark Cooper; Thomas Melucci, Sr.; Barry Smith; Michael Rockett;
Joseph Sweeney; John Vaccaro
Remainder Redacted
G:\D53500\53569\Resolution-Trustee $35.docx
SAINT ANSELM COLLEGE
BOARD OF TRUSTEE RESOLUTIONS
RESOLVED, that this Corporation hereby authorizes and approves the incurrence of indebtedness and the participation in all transactions on behalf of this Corporation relating to the issuance, sale, and delivery by the New Hampshire Health and Education Facilities Authority of its Revenue Bonds, Saint Anselm College Issue, Series 2016 Bonds in a principal amount not to exceed Thirty Five Million Dollars ($35,000,000), with not in excess of $19,000,000 being used for the purpose of financing capital improvements including the renovation and expansion of the student activity center and not in excess of $16,000,000 being used for the purpose of advance refunding of said Authority’s Revenue Bonds, Saint Anselm College Issue, Series 2013; Bond proceeds may also be used to pay the costs of issuing the Series 2016 Bonds; and further RESOLVED, that the President, the Senior Vice President for Finance/CFO, and the Associate Vice President of Treasury and Auxiliary Services are each, acting singly, hereby authorized on behalf of this Corporation, to execute and deliver on behalf of Saint Anselm College, a Loan Agreement, a Note in an amount not to exceed Thirty Five Million Dollars ($35,000,000) to the Bond Trustee, as assignee of the New Hampshire Health and Education Facilities Authority, a Tax Regulatory Agreement, a Continuing Disclosure Agreement, and a Contract of Purchase, including a Letter of Representation, said documents to contain such terms and provisions as the signing officer shall approve, the execution thereof to be conclusive evidence of such approval; and further RESOLVED, that the form, terms, and provisions of the Preliminary Official Statement and the Final Official Statement, distributed by Piper Jaffray & Co. as purchaser and underwriter, to prospective purchasers of the aforementioned obligations, is hereby consented to, authorized, and approved; and further RESOLVED, that the President, the Senior Vice President for Finance/CFO, and the Associate Vice President of Treasury and Auxiliary Services are each, acting singly, hereby authorized to execute and deliver on behalf of Saint Anselm College all certificates and other documents and instruments which may be required by any party in connection with the sale and delivery of the aforementioned obligations; and further RESOLVED, that the President, the Senior Vice President for Finance/CFO, and the Associate Vice President of Treasury and Auxiliary Services, Secretary, or any Assistant Secretary of Saint Anselm College, are hereby authorized to affix, and attest to, the seal of Saint Anselm College to a Loan Agreement, a Tax Regulatory Agreement, a Note, a Continuing Disclosure Agreement, a Contract of Purchase and a Letter of Representation and any other instrument required in connection with the sale and delivery of the aforementioned obligations.
EXHIBIT G
Board of Trustees Meeting
Saint Anselm College
8:30 a.m. and 1:00 p.m.
7 June 2013
1
Agenda Item
Presenter
Key Points / Discussion
Action
Follow-up
Session I
I. Call to order
Welcome
Prayer & Mission
Reflection
Overview of Agenda
Charles Pollard
Abbot Mark
Cooper, O.S.B.
Charles Pollard
Chairman C. Pollard welcomed all Board members.
The chair gave special thanks to J. Flanagan, the College Advancement staff, and dining staff
of the dinner last night honoring Fr. Jonathan.
Abbot Mark gave a reflection on Catholic identity.
Explore what it means to
be a Catholic college, as an
on-going educational
effort.
Present: Denise T. Askin; Timothy R. Austin; Ann M. Catino; Marie Chabot-Fletcher; Robert Connor; Abbot Mark Cooper, O.S.B.; Fr. Jerome Day, O.S.B.; Fr. Jonathan
DeFelice, O.S.B.; Geraldine H. DeLuca; Christine D. Douville; Stephen J. Ellis; Msgr. William P. Fay; Daniel T. Flatley; Fr. John Fortin, O.S.B.; Kenneth Goodchild; Kevin J.
Gould; Fr. Peter Guerin, O.S.B.; James Hauser; Roger L. Jean; Richard Meelia; Br. Isaac Murphy, O.S.B.; Dorothy R. Musho; Joseph Pepe; Joanne Pietrini-Smith; Lawrence
Pascal; Charles W. Pollard; Charles F. Rolecek; Barry F.X. Smith; Joseph E. Sweeney Br. Andrew Thornton, O.S.B. Unable to attend; Richard Bready; Charles A. Crowley;
Edward Hjerpe; Elizabeth Kelly; Thomas Melucci; Frank Pfeffer; Thomas C. Prendergast; Fr. William Sullivan, O.S.B. Also present: President-elect Steven DiSalvo; Suzanne
Mellon, EVP; Vice Presidents: Harry Dumay; James Flanagan; Joseph Horton; Fr. Augustine Kelly, O.S.B.; Brad Poznanski; Patricia Shuster. Recorder: Janet Poirier
Guests: Kelly Higgins, Athletic Director; Professor Eric Berry, Director of the Core
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Saint Anselm College
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7 June 2013
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Board of Trustees Meeting
Saint Anselm College
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Board of Trustees Meeting
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Board of Trustees Meeting
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Bond Issue Resolutions Harry Dumay The bond resolution related to the new residence hall was circulated to Trustees for approval.
Key Resolutions include:
• Authorization by the corporation to allow issuance, sale and delivery by the NH
Health and Education Facilities Authority of its Revenue Bonds, Saint Anselm
College Issue, Series 2013 Bonds in the principal amount not to exceed $12M.
• Authorization by the corporation to allow the Vice President for Finance/CFO,
Executive Vice President and the Associate Vice President/Finance, each, to act on
behalf of the Corporation to execute and deliver on behalf of Saint Anselm College,
a Loan Agreement, a Note in an amount not to exceed $12M to the Bond Trustee, as
assignee of the NH Health and Education Facilities Authority, a Tax Regulatory
Agreement, a Continuing Disclosure Agreement, and a Contract of Purchase,
including a Letter of Representation, said documents to contain such terms and
provisions as the signing officer approves.
• Authorize, consent and approve that the form, terms, and provisions of the
Preliminary Official Statement and the Final Official Statement, distributed by Piper
Jaffray & Co., as purchaser and underwriter, to prospective purchasers of the
aforementioned obligations.
• Authorize that the Vice President for Finance/CFO, Executive Vice President, and
the Associate Vice President/Finance are each, acting singly, authorized to execute
and deliver on behalf of the College all certificates and other documents and
instruments which may be required by any party in connection with the sale and
delivery of the aforementioned obligations.
R. Jean moved to approve
the $12M Bond
(Indenture) Resolutions.
K. Gould seconded, and
the motion was approved.
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Saint Anselm College
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• Authorize the Vice President for Finance/CFO, Executive Vice President, the
Associate Vice President/Finance or any Assistant Secretary of Saint Anselm
College, are allowed to affix, and attest to, the seal of Saint Anselm College to a
Loan Agreement, a Tax Regulatory Agreement, a Note, a Continuing Disclosure
Agreement, a Contract of Purchase and a Letter of Representation and any other
instrument required in connection with the sale and deliver of aforementioned
