| UNIVERSITY
CORPORATION FOR ATMOSPHERIC RESEARCH
MINUTES
UCAR Board of Trustees Meeting
25 February 2003
ATD Atrium, Foothills Laboratory
26 February 2003
Fleischmann Building on the Mesa
The duly convened meeting of the UCAR
Board of Trustees was held in the ATD Atrium, Foothills Laboratory,
and in the Walter Orr Roberts Board Room, Fleischmann Building,
in 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
Eric Barron, The Pennsylvania State University
Leo Donner, Princeton University
Kelvin Droegemeier, University of Oklahoma
Barbara Feiner, Washington University in St. Louis
Neal Lane, Rice University
Paola Malanotte-Rizzoli, Massachusetts Institute of Technology
Leonard Pietrafesa, North Carolina State University
Mary Jo Richardson, Texas A&M University
David Skaggs, Council for Excellence in Government
Soroosh Sorooshian, University of Arizona
Lynne Talley, Scripps Institution of Oceanography
Orlando Taylor, Howard University
Gabor Vali, University of Wyoming
President’s Council and Corporate Officers:
Lise Carney, UCAR Counsel, Holland & Hart
Jack Fellows, Assistant Secretary, VP for Corporate Affairs
and Director of UOP
Susan Friberg, Assistant Secretary, Corporate Affairs, UCAR
Bob Gall, Acting Associate Director, NCAR
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
UCAR, NCAR, UOP:
Rena Brasher-Alleva, Director, Budget & Planning Office,
NCAR
Eron Brennan, Multi-Media Systems Administrator, UCAR
Dave Carlson, Director, Atmospheric Technology Division,
NCAR
Laura Curtis, Program Specialist, Office of Development
& Government Affairs, UCAR
Stephen Dickson, Director of Special Projects, UCAR
Veda Emmett, Executive Assistant to the Director, NCAR
Michelle Flores, Office of Corporate Affairs, UCAR
Marion Hammond, Space Planning Facilities Project Manager,
UCAR
Bob Henson, UCAR Communications
Roberta Johnson, Director, Education & Outreach, UCAR
Mary Marlino, Director, Digital Library for Earth System
Education, UOP
Danny McKenna, Director, Atmospheric Chemistry Division,
NCAR
Melissa Miller, Director, Budget & Finance, Finance
& Administration, UCAR
Meg McClennan, Director, Legal Services, UCAR
Susan Montgomery-Hodge, Executive Assistant to the President,
UCAR
John Pereira, Director, Physical Plant Services, Finance
& Administration, UCAR
Mohan Ramamurthy, Director, Unidata, UOP
Bob Roesch, Director, Human Resources & Employee Relations,
UCAR
Steve Sadler, Director, Safety & Site Services, Finance
& Administration, UCAR
Karyn Sawyer, Director, Joint Office for Science and Support,
UOP
Cindy Schmidt, Director, Office of Development & Government
Affairs, UCAR
Catherine Shea, Executive Administration to the Director,
NCAR
Tim Spangler, Director, COMET, UOP
Kathryn Strand, Manager of Budget & Administration,
UOP
Michelle Travis, Administrative Assistant, Finance &
Administration, UCAR
Betty Valent, Executive Assistant, Finance & Administration,
UCAR
Lucy Warner, Director, UCAR Communications
Susan Warner, Office of Corporate Affairs, UCAR
Peter Wise, Budget Analyst II, Budget & Planning Office,
NCAR
The Board convened in Executive Session
in the ATD Atrium of Foothills Laboratory from 8:30 to 9:40am.
(The minutes are kept in the corporate offices.)
1. WELCOME AND AGENDA REVIEW
The Board convened in
Regular Session. Chairman Otis Brown welcomed
the meeting participants and guests and asked for adoption
of the agenda. It was moved, seconded,
and passed to adopt the agenda.
The following resolution of appreciation
for outgoing Trustee Ronald Smith was read by Chairman Brown:
Ronald B. Smith
Whereas,
Ron Smith has served on the UCAR Board of Trustees for two
full terms—a total of six years;
Whereas,
during that time he has lent his careful consideration to
all Board matters, but especially those related to university
relations. He has served thoughtfully and most effectively
as the Board Liaison to the University Relations Committee
for five years, and served faithfully as secretary of the
corporation for four years;
Whereas,
he has been an eloquent advocate for the new science that
can be addressed by the High Performance Instrumented Airborne
Platform for Environmental Research (HIAPER);
Now therefore,
let it be resolved that upon completion of his term, the members
of the UCAR Board of Trustees are pleased to express their
appreciation for his company and superb work on the Board,
and to wish Ron continued success in the future.
Thank you, Ron!
The resolution of appreciation for Ronald
Smith was moved, seconded, and passed unanimously.
UCAR President Richard Anthes read the following
resolution of appreciation for outgoing Trustee and Chairman
Otis Brown:
Otis B. Brown
Whereas,
Otis Brown has served on the UCAR Board of Trustees for the
past six years;
Whereas, he has served most skillfully
and adroitly as Chairman of that body for the past three years,
and prior to that as Vice Chairman and as Board Liaison to
Unidata for four years;
Whereas,
his service to UCAR has been characterized by thoughtful advice,
a true interest in the health and direction of the corporation,
and a positive and steady guiding hand;
Now therefore be it
resolved, at the close of his second term, the
Trustees and the UCAR staff who have worked closely with Otis
over these past six years, are pleased to make a public record
of their sincere gratitude to him, and are glad we will have
his company for the next year on the Board, and thereafter
in many different capacities throughout the years.
Thank you Otis!
It was moved, seconded, and passed unanimously.
2. SECRETARY’S REPORT
In Secretary Ronald Smith’s absence, Jack Fellows
presented the minutes from the October 2002 Board of Trustees
meeting and asked for approval. It
was moved, seconded, and passed to approve the minutes.
3. TREASURER’S REPORT
Treasurer Barbara Feiner reported on the FY02
year end funding and expenditure report and the FY03 consolidated
funding and expenditures to date. Feiner reported that increases
in FY02 funding were attributed to the HIAPER project and
increases in the Climate Simulation Lab (CSL). She compared
the FY02 funding picture to FY01 noting that NOAA funding
had dropped from 12% to 10%.
Feiner pointed out that the FY03 funding reports
for the first quarter of the fiscal year show the fairly significant
carryover from the past year. She also noted that even though
the return on the investment portfolio has been better than
expected, plans are in place to rebalance the portfolio over
the next few months.
4. AUDIT AND FINANCE COMMITTEE REPORT
Feiner reported on the committee meeting held
the previous day. She reported that the committee extensively
reviewed the 2002 Bond issuance for the purchase of Center
Green—the final number of that funding was $29.9M. She reported
that the committee thoroughly examined the space and financing
recommendations for the ACD chemistry labs that the full Board
will consider later in the day.
She reported that the committee had a pro forma,
albeit productive, executive session with the external auditors,
Deloitte and Touche, and that there was a favorable report
on the general audit for FY2003.
5. PERSONNEL COMMITTEE REPORT
Chairman of the Personnel Committee, Leo Donner,
reported on the meeting of the committee held the previous
day. The Committee considered, and recommended, regarding
the following:
|
A. |
2003-4 Compensation Package.
The Personnel Committee recommended to the Board that
they approve the UCAR compensation package as presented
by management: a 2.5% salary range movement and a 4%
salary budget cap. It was moved,
seconded, and passed to approve the recommendation from
the Personnel Committee. |
|
B. |
External awards. The committee
learned of the increased effort at UCAR to identify
possible NCAR and UCAR recipients of national and international
awards. |
|
C. |
The hiring of a substantial
number of new Scientist 1 positions. These hirings are
contributing to an important shift downward in the average
age of the scientific staff at UCAR, thus helping to
ensure the future health of the organization. |
|
D. |
Career Development programs.
Donner noted the importance of these programs to nurture
the younger UCAR scientific staff members. |
|
E. |
Katy Schmoll reported on
ongoing effort to find a good daycare situation for
children of staff members. |
|
F. |
Affiliate
Scientists. The committee unanimously voted to recommend
that the following people be appointed as NCAR Affiliate
Scientists: Stephen Bougher, University of Michigan;
L. Fortunate Joos, University of Bern; Dr. Haosheng
Lin, University of Hawaii; David E. Rees, CSIRO, Sydney,
Australia; and Dr. Michael Thompson, Imperial College,
London.
It was moved, seconded, and
passed to approve the appointments of the affiliate
scientist recommendations named above.
|
|
G. |
Personnel policies. Robert
Roesch, Director Human Relations, presented three revised
policies for Board approval as recommended by the Personnel
Committee and revised by them in their meeting the previous
day:
1) A revised Problem Resolution policy. The change
in procedures for resolving problem relationships or
issues was requested. Changes involve omitting the initial
grievance step and identifying the President as the
final decision maker. False claims may be grounds for
disciplinary action. A motion
was made and seconded to approve the changes in the
problem resolution policy. After some discussion, the
question was called and the motion passed unanimously.
2.) A revised Discipline Policy. It is recommended
that a termination warning no longer be required as
a step in the discipline process. The policy would allow
for moving from a written warning directly to termination
without the intervening step of a termination warning.
A motion was made and seconded
to approve the change in the discipline policy.
Trustee Skaggs suggested some changes to the text of
the policy: deleting the last sentence as well as deleting
"…/or" in the first sentence of the policy.
His suggestions were taken as friendly amendments to
the motion. In addition, Donner noted that in the Personnel
Committee meeting there was considerable discussion
on the length of time the written warning remains in
a person’s file; this issue was unresolved, and will
be discussed at a future Personnel Committee meeting.
After some discussion, the
question was called, and, with the inclusion of the
friendly amendment, the motion passed.
3.) A revised termination policy and procedure. The
policy and attendant procedure changes focused on simplifying
employment time calculations for severance benefits;
severance benefits paid during the notice period; calculations
for severance reimbursement if an employee is re-hired;
and reimbursement of severance should an employee be
hired within 30 days of a transition to a new operator
of NCAR or UCAR programs.
It was moved, seconded, and
passed to adopt the policy and procedure changes as
presented. |
6. NSF REPORT
Cliff Jacobs, Head, UCAR & Lower Atmospheric
Facilities Oversight Section, ATM reported to the UCAR Board
on the National Science Board approval process for the UCAR/NSF
Cooperative Agreement and on budget matters.
Jacobs said that the schedule for developing
the new Cooperative Agreement is on track, with negotiations
taking place between June and September and the signing of
the agreement planned for October. He noted that NSF is working
on a template for these sorts of agreements.
He reported on the FY03 NSF appropriation—$5.3B,
a "generous" 11.6% increase from the past year,
with a 13.5% increase in Research and Related activities,
including a 13.1% increase in GEO. The NSB itself now has
a budget of $3.5M established to maintain their independence.
Jacobs cautioned that the FY04 budget should be taken with
a grain of salt at this point, but that the NSF FY04 request
is for $5.5B..
Jacobs noted an upcoming review of NSF’s
organizational, programmatic, and personnel structures, the
balance between field driven and NSF driven science priority
setting, the role of the NSB, and personnel policies.
7. UCAR PRESIDENT’S REPORT
UCAR President Richard Anthes reported
on a number of items since the last Board meeting. He outlined
the recommendations from the NSF
panel reviewing the UCAR proposal for the upcoming
five years of NCAR management. Their review took place 17-19
December 2002 and recommended that NSF renew the cooperative
agreement with UCAR. He reported that the new Paid Time Off
policy (PTO) was
successfully implemented in early January, with
more than half of the staff choosing the PTO option. He reported
on the successes of the SOARS and the Windows to the Universe
programs.
8. NCAR DIRECTOR’S REPORT
NCAR Director Tim Killeen announced
that a new Associate Director has been named: Larry Winter
who will arrive in mid-April. Winter comes from the
Los Alamos National Laboratory (LANL), where he is an applied
mathematician, and a member of LANL's Center for Non-linear
Studies. Bob Gall, MMM Director, will remain as the Interim
Deputy Director until Winter’s arrival.
Killeen listed the recent Scientist 1 hires
and said that once again we’ve been able to attract "the
cream of the crop". He reported on the NCAR ladder scientists
statistics for female and minority scientists: 19% female;
10% minority—these numbers are higher than geosciences faculty
statistics in the universities.
Killeen, referring to the NSF review panel
recommendations reported on previously by Anthes, said that
the NCAR Directors are addressing all the recommendations
but that, in particular, the following issues are receiving
concentrated attention: developing metrics that characterize
the quality and effectiveness of the programs; the structure
of NCAR; data and software; the balance of science and facilities;
and the ESIG recommendations.
He outlined NCAR budget increases of 5.6%—1.5%
to the core program, and 4.1% to the new initiatives. He noted
that preliminary guidance has NSF support allocated 55% to
facilities and 45% to science, with the opportunity fund increasing
to $1M. He outlined the new Education and Outreach activities,
the summer undergraduate leadership workshop, the new global
change exhibit, and new E&O websites. Killeen reported
that NCAR is the 10th largest computing system
in the world, with the new Bluesky system tripling NCAR’s
capacity. He reported that HIAPER is fully funded as of January
2003 and that it received a very favorable review by an external
advisory committee during their meeting held 11-13 December
2002.
9. IMPLEMENTATION OF THE UCAR SPACE STRATEGIC
PLAN.
Vice President for Finance and Administration,
Katy Schmoll, updated the Trustees on the progress toward
implementing the UCAR Strategic Plan for space needs. She
reviewed the history of the space needs situation and decisions
made thus far, last year’s acquisition of the new buildings
at Center Green, the proposed placements of programs and divisions,
the projected growth and future needs. She outlined issues
regarding the Atmospheric Chemistry Division’s need for updated
and safe labs, as well as more space. She reported on a chemistry
lab analysis conducted by FWA Group, a lab architecture and
design group, who examined all options covering safety, growth,
timing, and financial issues and requirements. Schmoll reported
that the consultants recommend that a new building be built
at Foothills behind FL3—a triangular shape footprint on what
is now a parking lot. Schmoll outlined UCAR’s current debt
and the value of our real estate assets and the impact of
a new tax-exempt bond financing for $25M to cover the costs
of building a new space for the Atmospheric Chemistry Division
and the chemistry labs. She compared the options to lease
space for the chemistry lab and building the new facility,
outlined asset to debt ratios, and other operational calculations
for the out-years of the debt service. The considerations
lead UCAR management to recommend that a new building be built
to house ACD. The Trustees will consider this recommendation
in Executive Session.
The Board convened in Executive Session in
the ATD Atrium at Foothills Laboratory from 3:15-5:00pm. (The
minutes are kept in the corporate offices.)
Wednesday, 26 February
The Board convened in Executive Session in
the Walter Orr Roberts Board Room in the Fleischmann Building
from 8:30-9:30am. (The minutes are kept in the corporate offices.)
10. CHAIRMAN"S REPORT
Chairman Brown reported on actions taken
in Executive Session the previous day.
A. The Board unanimously approved construction
of new building to house ACD and the chemistry laboratories.
B. The Board unanimously approved the
resolution to authorize issuance of tax-exempt bonds for
$25M to finance the new building and equipment.
11. BOARD NOMINATING COMMITTEE REPORT
Chairman Brown presented the report of the
committee and asked approval of the following slate of officers
and committees:
|
OFFICERS |
|
Chairman |
Leo J. Donner |
|
Vice Chairman |
Kelvin K. Droegemeier |
|
Secretary |
Mary Jo Richardson |
|
Treasurer |
Barbara Feiner |
|
Assistant Secretaries |
Jack D. Fellows, Susan
J. Friberg |
|
Assistant Treasurers |
Kathryn Schmoll, Dan J.
Wilson |
|
Others: Robert Gall, Tim
Killeen, and Jeff Reaves
|
|
EXECUTIVE COMMITTEE |
|
Chairman |
Leo J. Donner |
|
Members |
Kelvin K. Droegemeier |
| |
Barbara Feiner |
| |
Mary Jo Richardson |
|
Members at large |
Richard A. Anthes |
| |
Ronald D. McPherson |
| |
Soroosh Sorooshian
|
|
AUDIT AND FINANCE COMMITTEE |
|
Chairwoman |
Barbara Feiner |
|
Members |
Kelvin K. Droegemeier |
| |
Neal Lane |
| |
Ronald D. McPherson |
| |
Leonard J. Pietrafesa |
| |
David E. Skaggs
|
|
PERSONNEL COMMITTEE |
|
Chairman |
Soroosh Sorooshian |
|
Members |
Eric Barron |
| |
Eugenia Kalnay |
| |
Paola Malanotte-Rizzoli |
| |
Mary Jo Richardson |
| |
Lynne Talley |
| |
Orlando L. Taylor |
| |
|
|
NOMINATING COMMITTEE |
|
Chairman |
Gabor Vali |
|
Members |
Mary Jo Richardson |
| |
Orlando L. Taylor
|
|
TRUSTEE LIAISON |
|
URC |
Leonard J. Pietrafesa |
It was moved, seconded,
and passed to approve the slate as presented.
Outgoing Chairman Brown passed the gavel
to the incoming Chairman Leo Donner and thanked the Board
and management for these past three interesting years as chairman.
12. UOP DIRECTORS REPORT
Vice President for Corporate Affairs and
UOP Director, Jack Fellows, presented an overview of UOP programs,
and introduced the new Unidata Director, Mohan Ramamurthy.
Tim Spangler updated the Trustees on the
COMET program. He demonstrated the new database of animations
and graphics and expressed COMET’s interest to contribute
to UCAR’s education efforts by using their technologies and
expertise to filter NCAR science through to the educational
community.
13. FY2004 ADVOCACY PRIORITIES
Cindy Schmidt, Director, Office of Government
Affairs, and Jack Fellows presented the advocacy priorities
for the upcoming year to help focus and leverage community
efforts. Strategies and key activities were outlined for each
of the agencies.
The overall advocacy priority is support
for NSF, especially the doubling of the NSF budget. Schmidt
reported that AMS/UCAR briefings to Congress will continue
at the same pace as last year, along with budget testimony
and action alerts. Among other activities, UCAR will target
NASA space and earth science projects, and support DOE’s doubling
for their Office of Science.
It was moved, seconded,
and passed to approve the advocacy priorities.
14. UNSTRUCTURED DISCUSSION
Discussion centered on Eric Barron’s comment
regarding using the National Research Council and other advisory
materials to "do a crosswalk" with these and other
reports to combine forces for further potency in our advocacy
efforts. Implementation of the NRC reports is often neglected.
He suggested that the UCAR advocacy efforts use the NRC reports
as appropriate
15. ADJOURN
The Board adjourned at 11:00am.
End of Minutes
| Minutes approved by:
Mary Jo Richardson
Secretary of the Corporation
Minutes prepared by:
Susan
J. Friberg
Secretary of the Corporation
|
|