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The duly convened meeting of the UCAR Board of Trustees was held in the Walter Orr Roberts Board Room, Fleischmann Building, Boulder, Colorado. Present for all or portions of the meeting were:

Otis Brown, University of Miami, Chairman
Richard Anthes, President, University Corporation for Atmospheric Research
Leo Donner, Princeton University
Kelvin Droegemeier, University of Oklahoma
Neal Lane, Rice University
Ronald McPherson, American Meteorological Society
Mary Jo Richardson, Texas A&M University
David Skaggs, Council for Excellence in Government
Ronald Smith, Yale University
Soroosh Sorooshian, University of Arizona
Orlando Taylor, Howard University
Gabor Vali, University of Wyoming

Former Trustee:

David Houghton, University of Wisconsin-Madison

Counsel and Corporate Officers:

Lise Carney, UCAR Counsel, Holland & Hart
Steve Dickson, Associate Director of Operations, NCAR
Jack Fellows, Assistant Secretary, VP for Corporate Affairs & Director of UOP
Susan Friberg, Assistant Secretary, Corporate Affairs, UCAR
Tim Killeen, Director, NCAR
Jeff Reaves, Assoc. VP, Business Services, Finance & Administration., UCAR
Kathryn Schmoll, Assistant Treasurer, Vice President, Finance & Administration, UCAR
Dan Wilson, Assistant Treasurer, Director of Treasury Operations, UCAR

National Science Foundation:

Cliff Jacobs, Head, UCAR & Lower Atmospheric Facilities Oversight Section, ATM
Bernard Grant, Financial Operations Specialist, UCAR & Lower Atmospheric Facilities Oversight Section, ATM
Shaun Young, UCAR & Lower Atmospheric Facilities Oversight Section, ATM

UCAR, NCAR, UOP:

Meg Austin, Program Manager, Visiting Scientist Programs, UOP
Peter Backlund, Director of Research Relations, NCAR
Rena Brasher-Alleva, Director, Budget & Planning Office, NCAR
Laura Curtis, Program Specialist, Office of Development & Government Affairs, UCAR
Ben Domenico, Acting Director, Unidata, UOP
Janet Evans, Budget & Planning Office, NCAR
Michelle Flores, Office of Corporate Affairs, UCAR
Brant Foote, Director, Research Applications Program, NCAR
Roberta Johnson, Director, Education & Outreach, UCAR
Al Kellie, Director, Scientific Computing Division, NCAR
Dale Kellogg, Executive Assistant to the Director, NCAR
Michael Knoelker, Director, High Altitude Observatory, NCAR
Mary Marlino, Director, Digital Library for Earth System Education, UOP
Melissa Miller, Director, Budget & Finance, Finance & Administration, UCAR
Meg McClennan, Director, Legal Services, UCAR
Susan Montgomery-Hodge, Executive Assistant to the President, UCAR
Bob Roesch, Director, Human Resources & Employee Relations, UCAR
Karyn Sawyer, Director, Joint Office for Science and Support, UOP
Cindy Schmidt, Director, Office of Development & Government Affairs, UCAR
Kathy Strand, Manager of Budget & Administration, UOP
Betty Valent, Executive Assistant, Finance & Administration, UCAR
Susan Warner, Executive Assistant, Corporate Affairs, UCAR

The Board convened in Executive Session in the Walter Orr Roberts Board Room of the Fleischmann Building from 8:15 to 9:35am. (The minutes are kept in the corporate offices.)

1. WELCOME AND AGENDA REVIEW

The Board convened in Regular Session. Chairman of the Board Otis Brown called the meeting to order at 9:40 am and welcomed the Trustees, NSF officials and guests. Brown reviewed the agenda and asked for adoption. It was moved, seconded, and passed to adopt the agenda as presented.

2. CHAIRMAN'S REPORT

Chairman Brown offered the following resolutions of appreciation to honor the outgoing Trustees for their years of service to UCAR. The resolutions were moved, seconded, and passed by acclamation.

David Houghton

David Houghton has served on the UCAR Trustee for the past three years during which time he was a valued member of the Audit and Finance Committee. He spearheaded the UCAR community survey and the survey of the UCAR Members regarding graduate student enrollment in the atmospheric science and related science departments.

Through his long association with UCAR and his deep dedication to the discipline he has contributed greatly to the success of the education and research communities.

Upon the completion of his term on the Board, the UCAR Trustees are pleased to make public record of their gratitude to David and their wishes for a productive and satisfying retirement!

Thank you, David!

Julia Paegle

Julia Paegle has been a member of the UCAR Board of Trustees for six years. During that time, she served with thoughtful distinction as a member of the Personnel Committee and Board Nominating Committee. Her Board deliberations were characterized by her great dedication to the atmospheric sciences, and her association with UCAR was punctuated by kind and thoughtful interactions with UCAR management and staff.

Upon the completion of her tenure, Julia has our deep appreciation for time spent with us and we hope to see her often in the coming years.

Thank you, Julia!

Dennis Thomson

The UCAR Board of Trustees herewith express their gratitude to Dennis Thomson for his three years of service on the Board. During his term, he has served actively on the Personnel Committee and served most attentively as the Trustee Liaison to Unidata. His term on the Board was characterized by his deep curiosity, and care for the education of students in this discipline.

The Board wishes to thank him especially for his valuable contribution to the graduate student survey project.

Upon the completion of his term on the Board, the UCAR Trustees are pleased to wish Dennis every success in the future.

Thank you, Denny!

UCAR President Richard Anthes shared with the Trustees and UCAR management the following thoughts he received from outgoing Trustee Dennis Thomson:

"For more than 36 years, since my first summer student appointment in ATD, NCAR and UCAR have been an essential and rewarding part of my life. Each and every scientific, committee and administrative activity has been challenging, stimulating and rewarding. That was, I believe, because each activity gave me an opportunity to work with and learn from so many really outstanding people. During the last three years I have particularly

enjoyed being able to work with you, Jack, Bob, Tim, Cliff, and all the members of the Board and your staff. To you all my heartfelt and sincere thanks-and best wishes for smooth sailing in what may be a period of chaotic seas."

Chairman Brown then read the following resolution on the appointment of Mary Jo Richardson as interim Treasurer. He explained that this appointment was necessitated by

Patti Woodworth's resignation from the Board. It was moved, seconded, and approved to appoint Mary Jo Richardson as interim Treasurer.

Resolution to elect an interim Treasurer, 13 February 2002.

RESOLVED, that Mary Jo Richardson is elected to the office of treasurer of the corporation to serve until adjournment of the regular meeting of the Board of Trustees of the corporation to be held on June 12-13, 2002 and until her successor shall have been elected and qualified.

3. SECRETARY'S REPORT

Secretary Ronald Smith presented the minutes from the October 2001 Board of Trustees meeting and asked for approval. After one correction was noted, it was moved, seconded, and passed to approve the minutes.

4. TREASURER'S REPORT

Katy Schmoll, Vice President for Finance and Administration, reviewed the Consolidated Financial Statement for FY2001 ending on 30 September, and the financial statements for the first three months of FY2002. She said that investments are, in general, doing well considering the volatility of the market. She also noted that the apparent large increase in total available funding is due mainly to NSF money for HIAPER and Mesa refurbishment. It was regularly moved, seconded, and passed to accept the report of the Treasurer.

The following resolution to update corporate officer authorizations for financial transactions, was regularly moved, seconded and approved by the Board.

Resolution Reconfirming the Banking, Investment and All Other Financial Transactions Authorization of UCAR's Officers

WHEREAS, the Board of Trustees of the University Corporation for Atmospheric Research ("Corporation") desires to reconfirm its authorization of corporate officers to engage in banking, investment and all other financial transactions.

NOW, THEREFORE, IT IS RESOLVED that the Corporation's President, Vice President for Finance and Administration, Director of Treasury Operations, and Director of Budget and Finance be, and they are hereby authorized to open regular or special purpose bank accounts, investment accounts, or engage investment managers, and to conduct all financial transactions of the Corporation, with financial institutions, such as, but not limited to, commercial banks, investment banks, investment firms, and brokerage firms as they may designate from time to time, and/or continue or close such existing bank and/or investment accounts as necessary to meet the financial needs of the Corporation.

FURTHER RESOLVED that the opening or closing of any and all such accounts shall be reported to the Audit and Finance Committee of the Board of Trustees of the Corporation at regularly scheduled meetings;

FURTHER RESOLVED that the Corporation's President, Vice President for Finance and Administration, and Director of Treasury Operations be, and they are hereby, authorized to purchase, sell, assign, and endorse for transfer, certificates representing stocks, bonds, or any and all securities (whether registered, certificated or not) in the name of the Corporation or held in trust for the Corporation or registered in the name of the Corporation's nominee;

FURTHER RESOLVED that the Corporation's President, Vice President for Finance and Administration, Director of Treasury Operations, Director of Budget and Finance, General Accounting Manager, and other staff of the Corporation at sites outside of Colorado, as authorized by the Corporation's President or Vice President for Finance and Administration, all or any one or more of them be and are hereby authorized to execute, collect, discount, negotiate, endorse and assign, in the name of the Corporation, all checks, drafts, notes, and all other papers, which are payable to the Corporation, or in which the Corporation has an interest; also in the name of the Corporation, to endorse all checks, drafts, notes or other paper, for deposit in a duly authorized financial institution, to the credit of the Corporation, all checks against the funds of the Corporation on deposit in any such financial institution, and upon such checks to withdraw from any such financial institution such funds, and to do all such other acts and things as may be incidental to the authority and powers herein before given; provided that any check, draft or wire transfer in excess of Ten Thousand Dollars ($10,000.00) shall be signed or authorized by at least two of them; and

FURTHER RESOLVED that such financial institutions are authorized and directed to honor and pay any checks, drafts, notes or orders so drawn, whether such checks, drafts, notes or orders be payable to the order of any such person signing and/or countersigning said checks, drafts, notes or orders, or any of such persons in their individual capacities or not, and whether such checks, drafts, notes or orders are deposited to the individual credit of any person so signing and/or countersigning said checks, drafts, notes or orders, or to the individual credit of any of the other officers or not. This resolution shall continue in force and all of said financial institutions may consider the facts concerning the holders of said offices, respectively, and their signatures to be and continue as set forth in the certificate of the Secretary or Assistant Secretary, accompanying a copy of this resolution when delivered to any such financial institution or in any similar subsequent certificate, until written notice to the contrary is duly served on said financial institution.

5. AUDIT AND FINANCE COMMITTEE REPORT

Schmoll then reported on the Board Audit and Finance Committee meeting held the previous day. She highlighted recent business activities of the corporation for the Trustees, including the following items:

• the NSF Best Practices review group meeting with F&A earlier in the month. Schmoll reported that this review group found UCAR to be the "standard bearer" for financial and accounting practices.
• the NSF Total Business Systems review will be held next week.
• Deloitte and Touche, UCAR external auditors, visited recently and raised 3 issues which since have been resolved.
• Deloitte and Touche have separated consulting and auditing services in response to recent events involving the Arthur Andersen accounting firm.

Schmoll then reminded and assured the Board that they have access to our representative from Deloitte and Touche at any time, and that the Audit and Finance Committee is always given the opportunity to meet with them.

6. PERSONNEL COMMITTEE REPORT

Chairman of the Personnel Committee, Leo Donner, reported on the Personnel Committee meeting held the previous day.

Donner reviewed the compensation package presented by Robert Roesch, Director of Human Resources. The recommendation is a 3% increase in the salary ranges, and a 4% total salary budget. Donner noted that this is a bit higher than the universities, but a bit lower than other national laboratories.

A motion was made and seconded to approve the compensation package as presented.

After some discussion on the two components of the salary structure, and on UCAR's current situation regarding higher compensation offers for more technical and scientific new hires because of the competition, the Trustees voted to approve the UCAR 2002/3compensation package as presented.

Donner also reported that the recently proposed Paid Time Off (PTO) policy was discussed at length. The committee expressed concern that there was lack of consultation with staff in the initial development of the plan, with specific issues raised regarding merging sick time with vacation. Donner said he appreciated that this new plan was developed to contain costs, and reported that the PTO draft plan will be revised with staff input over the next 2 months.

Donner then reported that the Personnel Committee recommended that the Board approve the following two nominees for NCAR Affiliate Scientist positions: Christopher Bretherton, University of Washington, and Steven Jayne from Woods Hole Oceanographic Institution. It was moved, seconded, and passed to approve the Affiliate Scientists appointments for the nominees named above.

7. BOARD NOMINATING COMMITTEE REPORT

Gabor Vali, in the absence of Chairwoman Julia Paegle, presented the report of the committee. After he reported that Mary Jo Richardson will be the interim Treasurer and Audit & Finance Chairwoman until the beginning of the June Board meeting and that the Unidata liaison position has been discontinued, Vali asked approval of the following slate of officers and committees:

It was moved, seconded, and passed to approve the slate of nominations.

Discussion followed on the issue of diversity on the Board of Trustees. Brown reported that the Members addressed this issue at their Annual meeting, but did not act on any presented options. The Trustees agreed that action may be needed to increase the breadth of experience on the Board and it was proposed that the diversity issue be further discussed at the June Board meeting.

8. NSF REPORT

Cliff Jacobs, Head of UCAR and Lower Atmospheric Facilities Oversight Section-ATM/NSF, reported on the status of the NSF budget and the NSF Review of NCAR. He reported that NSF's FY 2003 Budget Request is a 5% increase over FY2002 and pointed out that Mathematical Sciences "is the big winner in the priority areas" and that the MRE account is slated for a 9% decrease. He reported that GEO's budget will increase by 13.4% but further noted that the number of mandates were greater than the funding and that, as a result NCAR's budget may actually decrease by 3.9%.

Jacobs then reported on the next steps in the cooperative agreement renewal process. He said that in March, ATM will make a recommendation to Margaret Leinen (Assistant Director of the Geosciences Directorate) on whether UCAR will have to compete the cooperative agreement for the management of NCAR. If the cooperative agreement will be renewed without competition, UCAR's proposal will be due at NSF in September 2002 and if competitive, the current cooperative agreement would probably be extended for one year.

The Board convened in Executive Session in the Walter Orr Roberts Board Room of the Fleischmann Building from 12:00 noon -1:30 pm. (The minutes are kept in the corporate offices.)

9. UCAR PRESIDENT'S REPORT

UCAR President Richard Anthes reviewed the activities of the corporation since the last Board meeting. He outlined the advocacy activities on behalf of the community over the past 4 months; reported on the NSF reviews of NCAR and of UCAR management which took place at the end of 2001; reported on the Student Session at AMS in January; and noted opportunities for UCAR and the community, including the HIAPER aircraft acquisition and the opportunity to purchase the Center Green building.

Trustee Neal Lane noted that the HIAPER project is unique in NCAR's history, and said that with recent overruns and procurement scandals in some other government facilities, that it's important that NCAR manage the project very carefully and thoroughly.

Trustee Sorooshian commented on the need for hydrologists on the NSF review panels in the future.

10. GRADUATE STUDENT SURVEY

In his update on the second graduate student survey, Gabor Vali noted that the picture has not changed appreciably-applications were down 8.7% in the first survey and down 8.8% in the second. He suggested that GRE data be excluded from the survey and that the survey be conducted every other year rather than every year. It was agreed that the next survey will be conducted in early 2003.

11. NCAR DIRECTOR'S REPORT

NCAR Director Tim Killeen updated the Trustees on NCAR research activities. He began by calling attention to the past decade's citation statistics for NCAR, noting that NCAR ranks 4^th in number of citations between 1991-2001.

Killeen then reported on the following items:

• findings from the NSF Review of NCAR divisions and programs
• the status of the NCAR Strategic Plan
• introduction of Peter Backlund, the new Director of Research Relations who is taking the lead on the Strategic Plan implementation, and working with the leaders of the scientific initiatives--the core of the plan's implementation.
• HIAPER update, including announcing that the Gulfsteam V has been selected as the platform. He introduced Krista Laursen as the new HIAPER Project Director. She was an Associate Scientist IV and Project Manager at NCAR's Research Aviation Facility before taking her new position.
• A timeline showing 20 years of important aviation weather research and development at NCAR.
• The current constellation of computers working for the community in the Scientific Computing Division
• New initiatives planned to enhance the University-NCAR Alliance
• An ambitious 2002 agenda for the NCAR Director's Office, including increased funding for the implementation of the new initiatives, university relations, and expanded outreach to the private sector.

12. UOP DIRECTOR'S REPORT

UOP Director and Vice President for Corporate Affairs, Jack Fellows reported on the UOP activities, including the following:

• Unidata's search for a new director. After 17 years as director, Dave Fulker has left Unidata to become Director of NSDL, the National Science Digital Library program in UOP, a new NSF/EHR program whose core integration program is housed at UCAR.
• New courses and program initiatives in COMET, including the launch of the new multimedia database in cooperation with NSF and NWS
• SuomiNet's 37 operational sites, with new sites being established every week
• DLESE's recent submission of a $16.5M proposal for five years of funding to NSF

13. UCAR FY2003 ADVOCACY PRIORITIES

Cindy Schmidt, Director of the Office of Government Affairs, presented the UCAR advocacy priorities for the next year. She reported on the importance of placing appropriate parts of the community's scientific research into a national security context. This would include providing information to Congress on work related to economic impacts and protection of life, environment and property, and emphasizing that NSF and other agency support of basic research has made applied defense work possible.

Schmidt also presented outlines of planned advocacy activities on behalf of Climate and Energy; Weather; Education; and Cyber Infrastructure research and development. Advocacy activities in most of these areas will emphasize NSF's key role.

She outlined UCAR's continuing advocacy on behalf of the US Weather Research Program (USWRP)-including support of a $20M plan from NOAA money to fund "the full spectrum of the program"-from research to operations-a substantial part of which would be used to fund university-based research.

14. WARREN WASHINGTON'S PRESENTATION

Warren Washington, Senior Scientist in the Climate and Global Dynamics Division/NCAR, gave a presentation to the Trustees and guests: "What Should We Believe about Climate Change?"

15. ADJOURN

The Board adjourned after the Executive Session at 5:45pm.

End of Minutes