Repository: UIHistories Project: Board of Trustees Minutes - 1928 [PAGE 281]

EXTRACTED TEXT FROM PAGE:

278

BOARD OF TRUSTEES

[May 21

Mrs. Evans, Mrs. Grigsby, Mrs. Ickes, Dr. Noble, Mr. Trees; no, none; absent, Mr. Blair, Mr. Small, Mr. Wham. On motion of Dr. Noble, contracts were awarded to the low bidders as recommended. MAJOR AND MINOR CONTRACTS

(29) A letter from the Legal Counsel concerning the matter of "major" and "minor" contracts: M a y 19, 1927 President David Kinley, 355 Administration Building M y dear President Kinley: I have considered the subject matter of your letter of April 21, 1927, enclosing a copy of a letter of Judge Harker, dated February 20, 1926, in which you ask; (a) for suggestions as to the "difference between 'major' and 'minor' contracts;" and (b) "a statement of procedure and definitions of the phrases 'major' and 'minor'." The problem is not without its difficulties. In the first place, the phrases "major" and "minor" are not legal terms in the sense that courts of law have given them a legal definition. The question is entirely practical, as distinguished from a legal problem. What you are asking is a definition or statement as to what the Board of Trustees meant when they used these terms, a question, you will appreciate, when addressed to another, not readily susceptible of an explicit or categorical answer. It is m y opinion, however, that in the class of "major contracts" the Board intended to include the following types of agreements: Contracts for the construction of new buildings or additions to buildings; contracts relating to trusts and patents; leases of property by the University from others; agreements, distinguished from ordinary leases, giving others an interest in or license upon real property belonging to the University; and all contracts involving the initation of new or a fundamental departure from established policies. Within the classification "minor contracts" I think the following types of agreements are clearly intended: Contracts for purchases made or given in conformity with the general regulations of the Board of Trustees concerning the subject; all other contracts authorized in general or specific terms by the Board of Trustees; ordinary leases of University property; general service agreements with utility companies, artists, professional organizations, and kindred arrangements for general services for the benefit of the University. All research contracts are, of course, executed in accordance with special rules of the Board, as evidenced by sections 26 and 27 of the pamphlet entitled "Extracts From The Laws of the University of Illinois," December, 1926. Necessarily the foregoing statements are general; I base this attempted grouping upon the practical construction put upon the rules by the Board itself and the administrative officers of the University since the rules were adopted. Before I attempted this formulation I made, with the valuable assistance of Mr. Morey, a general survey of contracts entered into by the University in the past and the grouping above is the result of this survey. I believe it is utterly impossible for the Board, or any other person, to formulate a definition of those terms which will not present a problem in interpretation as practical questions arise in the ordinary administration of University affairs; the best that can be done is to lay out broad outlines and then rely on the good sense and judgment of persons in responsible positions not to transgress the spirit and the letter of the general regulation. As problems arise, during the intervals when the Board is not in session, demanding prompt solution, someone must act and decide; somebody has to be trusted; for that somebody's guidance no more than general rules can be laid down respecting broad policies, because no one is gifted with "foreknowledge absolute"; and it must always be kept in mind that the Board of Trustees has no power, under the law, to delegate to administrative officers the performance report w a s received exercise of legalSveinbjorn Legal Counsel This of duties requiring the for record. Sincerely yours, discretion. Johnson