During 1994-95, the Board of Trustees, the University Relations Committee, members' representatives, and UCAR management evaluated progress toward achieving the goals set in UCAR 2001: A Strategic Outlook for the University Corporation for Atmospheric Research. A midcourse assessment was published last April on the World Wide Web (see the summer 1996 issue of the UCAR Quarterly for a summary). This document was made available to the members' representatives in hard copy at the October meeting.
Following the assessment, the trustees appointed a team of university faculty to examine the governance structure of UCAR, including the roles of the UCAR members' representatives, the Board of Trustees, and their various committees, all of which are provided by the UCAR Bylaws. The original 1959 governance structure had been modified in a piecemeal fashion over the years but had never been systematically revised.
The UCAR Governance Examination Team (UGET) members were cochairs Susan Avery (University of Colorado) and John Snow (University of Oklahoma), Kelvin Droegemeier (University of Oklahoma), Robert Street (Stanford University), Melanie Wetzel (University of Nevada, Reno), and Edward Zipser (Texas A&M University). UGET worked with the trustees, UCAR management, and UCAR counsels Had Beatty and Lise Carney over a period of several months and proposed a number of changes to the UCAR Articles of Incorporation and the UCAR Bylaws. They also recommended to the members that they elect for UCAR to be governed by the current (1967) Colorado nonprofit law rather than the 1931 statute, as has been the case.
The proposed changes consisted of the amended and restated Articles of Incorporation, statement of election to be governed by the 1967 Colorado nonprofit law, many "housekeeping" and "conformance to practice" changes in the bylaws, and 12 substantive changes in governance activities.
Given its complexity, the amendment process went smoothly. In what turned out to be a lively and important part of the proceedings, some 75 members' representatives attended an informal luncheon meeting on 8 October just prior to the formal meeting. This luncheon meeting gave participants a chance to ask questions of UGET and to air their concerns before the formal discussions and voting that occurred later in the day. In simplifying the articles of incorporation, UGET proposed dropping their original reference to NCAR. It quickly became evident that many representatives objected to this proposed deletion. The trustees held a brief meeting after the luncheon and modified the proposed changes to include this statement: "In furtherance of those purposes, but not as a limitation to its powers, the Corporation is empowered to operate an institute for atmospheric research, the National Center for Atmospheric Research, and other laboratories and facilities for atmospheric research and for research in related fields."
After this modification, the election to be governed and the housekeeping changes passed overhwelmingly. The proposed substantive changes generated much productive discussion and debate, and the representatives eventually approved 9 of the 12 proposed bylaw changes. The changes that were approved range from simplifying voting procedures by the members and trustees to allowing flexibility for setting the date of the annual members' meeting to including the UCAR Academic Affiliates in the bylaws. The changes that were defeated had to do with setting membership fees, the composition of the board, and substitutes for members' representatives. Further detail is available from the UCAR offices in Boulder, and the revised bylaws are being prepared for printing and distribution.
The tenor of the discussion and the results of the voting reaffirmed the commitment of the representatives to their strong role in the governance of UCAR. The changes approved at this meeting simplified the articles of incorporation and the bylaws and brought them up to date in many ways, but the basic role of the representatives in the governance of UCAR has not been significantly changed.
I believe that the governance review process was healthy and increased the UCAR members' awareness of their rights and responsibilities in the governance of their corporation. It was well worth the considerable effort put in by UGET, the trustees, the members' representatives, and the UCAR management and staff, particularly Harriet Barker, Steve Dickson, and Susan Friberg.