UNIVERSITY CORPORATION FOR ATMOSPHERIC RESEARCH

MINUTES
UCAR Board of Trustees Meeting

25 - 26 February 2004
Fleischmann Board Room
Boulder, Colorado

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

Leo Donner, Princeton University (Chairman)
Richard Anthes, President, University Corporation for Atmospheric Research
Eric Barron, The Pennsylvania State University
Rosina Bierbaum, University of Michigan
Otis Brown, University of Miami
Kelvin Droegemeier, University of Oklahoma
Barbara Feiner, Washington University in St. Louis
Neal Lane, Rice University
Paola Malanotte-Rizzoli, Massachusetts Institute of Technology
Ron McPherson, American Meteorological Society
Frank Nutter, Reinsurance Association of America
Len Pietrafesa, North Carolina State University
Mary Jo Richardson, Texas A&M University
Steven Rutledge, Colorado State University
David Skaggs, Council for Excellence in Government
Soroosh Sorooshian, University of California-Irvine
Lynne Talley, Scripps Institution of Oceanography
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
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
Larry Winter, Deputy Director, NCAR

National Science Foundation:
Bernard Grant, Financial Operations Specialist, UCAR & Lower Atmospheric Facilities Oversight Section, ATM
Cliff Jacobs, Head, UCAR & Lower Atmospheric Facilities Oversight Section, ATM
Brian Mannion, Senior Advisor, Division of Grants and Agreements
Jarvis Moyers, Division Director, ATM/GEO

UCAR, NCAR, UOP:
Meg Austin, Director, Visiting Scientists Program, UOP
Peter Backlund, Director of Research Relations, NCAR
Rena Brasher-Alleva, Director, Budget & Planning Office, NCAR
Eron Brennan, Multi-Media Systems Administrator, UCAR
Rit Carbone, Acting Director, Atmospheric Technology Division, NCAR
Laura Curtis, Program Specialist, Office of Development & Government Affairs, UCAR
Veda Emmett, Executive Assistant to the Director, NCAR
Michelle Flores, Office of Corporate Affairs, UCAR
Brant Foote, Director, Research Applications Program, NCAR
Bob Harriss, Director, Environmental and Societal Impacts Group, NCAR
Bob Henson, UCAR Communications
Roberta Johnson, Director, Education & Outreach, UCAR
Al Kellie, Director, Scientific Computing Division, NCAR
Michael Knölker, Director, High Altitude Observatory, NCAR
Mary Marlino, Director, Digital Library for Earth System Education, UOP
Melissa Miller, Director, Budget & Finance, Finance & Administration, UCAR
Meg McClellan, Director, Legal Services, UCAR
Susan Montgomery-Hodge, Executive Assistant to the President, UCAR
Sandra Petrie, Administrative Assistant, Budget & Planning Office, NCAR
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
Bob Serafin, NCAR Director Emeritus, Environmental and Societal Impacts Group, NCAR
Catherine Shea, Executive Administrator to the Director, NCAR
Kathryn Strand, Manager of Budget & Administration, UOP
Betty Valent, Executive Assistant, Finance & Administration, UCAR
Lucy Warner, Director, UCAR Communications
Susan Warner, Office of Corporate Affairs, UCAR

The Board convened in Executive Session from 8:00 to 9:00am. (The minutes are kept in the corporate offices.)

1. WELCOME, CHAIRMAN’S REMARKS, AND AGENDA REVIEW

The Board convened in Regular Session. Chairman Leo Donner welcomed new Trustees Rosina Bierbaum, Frank Nutter, and Steve Rutledge to the Board, and congratulated Soroosh Sorooshian on his re-election in October.

Donner reviewed the agenda and said the goals of this meeting are Trustee action on the NCAR reorganization, the 2004 UCAR employee compensation package, the purchase of a building to house a daycare center, the advocacy plans for FY05, and the development of a broad strategy for preparing for the BASC study and competition of the NSF cooperative agreement with UCAR for the management of NCAR.

UCAR President Richard Anthes introduced Raj Pandya, the new Director of the SOARS program.

2. SECRETARY’S REPORT

Secretary Mary Jo Richardson asked for a motion to approve the minutes of the October 2003 Board Meeting. It was moved, seconded, and passed to approve the minutes as written.

3. TREASURER’S REPORT

Treasurer Barbara Feiner reviewed the two consolidated financial reports that were sent to the Trustees in advance of the meeting—the FY03 year end report and the FY04 report of funding through 31 December. She noted that overall FY03 was very healthy but that FY04 was going to end up being a more challenging budget situation.

It was moved, seconded, and passed to accept the report of the Treasurer.

4. PERSONNEL COMMITTEE REPORT

Chairman of the Personnel Committee, Soroosh Sorooshian, reported on the following recommendations coming out of the Personnel Committee meeting held the previous day, and asked for action by the full Board.

1. The UCAR employee compensation recommendation. Based on surveys done by UCAR Human Resources, the Personnel Committee recommends a salary range increase of 2.5%, with a 3% cap on the salary budget. It was moved, seconded and passed to approve the UCAR employee compensation package as recommended.
2. The 457 (b) proposed deferred compensation plan. This plan would allow UCAR and NCAR "Officers, Directors and other Managers earning $120,000 or more per year" to contribute up to an additional $13, 000 a year to his/her TIAA CREF plan. Current IRS regulations allow UCAR to create this retirement plan for senior people. The benefit to UCAR is that it would increase UCAR’s competitiveness in recruiting and hiring highest quality senior leadership at no cost to UCAR. The committee reviewed carefully and was satisfied with the plan as presented by management. It was moved, seconded and passed to approve the proposed 457 (b) deferred compensation plan.
3. Early Retirement plan. The committee discussed a proposed amendment to the 403 (b) retirement plan to allow in-service withdrawals of funds from TIAA CREF prior to full retirement. This phased retirement option would be restricted to Senior Scientists 59 ½ or older, and would be negotiated individually. It was moved, seconded, and passed to authorize the President’s Council to amend the 403(b) plan to allow in-service withdrawals restricted to employees age 59 ½ or older, subject to legal and contractual requirements of the plan.
4. Affiliate Scientists. Sorooshian asked for the approval of the following Affiliate Scientist nominations: Dr. L. Ruby Leung, Pacific Northwest National Laboratory; Dr. Douglas K. Lilly, University of Oklahoma; Dr. Jonathan Patz, Johns Hopkins University Bloomberg School of Public Health; Dr. Roger Pielke, Jr., University of Colorado; Dr. Lorenzo Polvani, Columbia University; and Dr. Mei Zhang, National Astronomical Observatory, Beijing, China.

5. AUDIT AND FINANCE COMMITTEE REPORT

Barbara Feiner, Chairman of the Audit and Finance Committee, updated the Board on discussions held the previous day, specifically on the UCAR Foundation, the new chemistry building ground-breaking planned for August, and the "very clean audit with no findings" that UCAR received for FY03.

Vice President for Finance and Administration, Katy Schmoll, made a presentation to the Board on the purchase of a building to house the UCAR child care facility. She outlined the process and noted level of capacity and staff support in the first three years, possible losses in the first year, and potential partners in the facility. She noted that the President’s Council recommended that the General Fund cover operating losses for a defined period of time/dollar amount.

The Finance and Audit Committee, at their meeting, recommended that the Board approve the purchase of the property using General Fund monies. It was moved, seconded and passed that the Board of Trustees approve the purchase of the property at 34^th and Valmont as described.

6. RESOLUTION OF APPRECIATION FOR GABOR VALI

The Board moved, seconded and passed the following resolution:

Resolution of Appreciation for Trustee Gabor Vali

Gabor Vali has served for two full terms on the UCAR Board of Trustees. During the past six years he has lent the corporation his consideration and care and provided the Board with a valuable voice in support of quality graduate education and the recruitment of the best and brightest students to the atmospheric and related sciences.

As he completes his tenure, the Trustees take the opportunity to thank Gabor for his contributions. UCAR management and staff also want to thank him especially for his thoughtful personal and professional interactions and support. We will be losing a friend as well as a valued colleague.

God speed, Gabor, and best wishes in all your future pursuits.

7. NSF REPORT

Cliff Jacobs, Head, UCAR & Lower Atmospheric Facilities Oversight Section, ATM/NSF, reported on the changes in management at the Foundation: Rita Colwell is stepping down as NSF Director; Arden Bement from NIST has been named Interim Director.

Jacobs reported on the HIAPER aircraft instrumentation proposal request. NSF received 46 proposals for 39 projects; the review is underway with the final decision to be made in August or September. NSF expects to fund seven to 15 projects.

He presented an picture of the past seven years of NSF Budget increases, noting that there has been a $2B overall increase between FY98-04.

Jacobs reported on the relatively flat FY05 NSF budget request. The priorities are 1) to strengthen NSF Management to maximize effectiveness and performance; 2) to improve the productivity of researchers and expand opportunities for students; and 3) to strengthen the nation’s performance with world class instruments and facilities.

He noted a new area of priority: in addition to people, tools, and ideas, organizational excellence has been added. This growth area is directed at support of NSF’s 1200 employees and their work.

Jacobs also reported that there would most likely not be an NSF Director named until after the elections in the fall.

The Board convened in Executive Session from 10:30 to 1:15pm. (The minutes are kept in the corporate offices.)

8. NCAR REORGANIZATION

Tim Killeen reported on the NCAR reorganization. He outlined the process leading up to the NCAR Director’s retreat when the current plan was shaped, and discussed the rationale for the final plan emphasizing that the ability to lead and carry out current science thrusts more effectively is the most important focus in the reorganization. The Trustees discussed it at length. Concerns were raised related to perceptions that the science will be diminished if the current scientific divisions are to be housed in but one of five laboratories. Concerns were also raised about creating an even more integrated plan clearly connecting science and applications. There were comments on how to blend the social scientists into the new integrated organization, and how people will actually move around to work together. The role of the five laboratory leaders, the Associate Directors, was also discussed. Robert Serafin, NCAR Director Emeritus, who is working with the implementation committees, said that it will be a major responsibility of the lab directors to ensure the permeability of the disciplinary and functional boundaries. Otis Brown asked about what "empowerment tools" NCAR can employ for success. Referring to the rationale and justification for a national center these days, Neal Lane cautioned management that excellence isn’t enough; strong scientific relationships must be developed within the National Center, otherwise there’s no reason for a scientist to be at NCAR he said. We can afford a few who want to work by themselves behind closed doors, but only a few he said.

The Board convened in Executive Session from 2:30 to 4:00pm. (The minutes are kept in the corporate offices.) The Board Nominating Committee Report was given during the Executive Session and is presented below.

9. BOARD NOMINATING COMMITTEE REPORT

Mary Jo Richardson presented the report of the committee and asked approval of the following slate of officers and committee

It was moved, seconded, and passed to approve the slate as presented.

Outgoing Chairman Donner passed the gavel to the incoming Chairman Kelvin Droegemeier.

President Anthes offered the following resolution of appreciation:

Resolution of Appreciation for Leo Donner

Whereas Leo Donner has served on the UCAR Board of Trustees for the past six years.

Whereas during that time he served most skillfully and effectively as Chairman of the Personnel Committee, and most significantly at present as Chairman of the Board.

Whereas his service to UCAR has been characterized by careful analysis of, and thoughtful attention to, what is good for the organization as well as for the atmospheric and related sciences community.

Now therefore, upon completion of his tenure on the Board, the UCAR Trustees and staff are pleased to wish Leo every success and to express their gratitude for lending the corporation his keen mind and his friendly association, knowing that they will have his good counsel for the next year.

Thank you, Leo!

It was moved, seconded, and passed unanimously.

The Board recessed to the Main Seminar Room for a talk by Dr. Peter Thornton on the NCAR biogeosciences initiative.

Thursday, 26 February

The Board convened in Executive Session in the Walter Orr Roberts Board Room in the Fleischmann Building from 8:15 to 9:30am. (The minutes are kept in the corporate offices.)

10. CHAIRMAN’S REPORT

Chairman Droegemeier reported that the following actions were taken in Executive Session on Wednesday.

Resolution 1.
Resolved, that the UCAR Board of Trustees approves the reorganization of NCAR as described in the 11 February 2004 document sent to the Trustees as part of the 25 February 2004 Board of Trustees meeting materials.  It was seconded and passed with twelve votes in favor of the motion, and one abstention.

Resolution 2.
Resolved that NCAR and UCAR management shall provide regular reports to the Board of Trustees on the implementation of the NCAR reorganization. The motion was seconded and passed unanimously.

11. UCAR FY2005 ADVOCACY PRIORITIES

Cynthia Schmidt, Director of the Office of Government Affairs, led the advocacy strategy discussion on the priorities for the upcoming year. Notes were sent to the Trustees in advance of the meeting.

Schmidt outlined UCAR’s regular advocacy activities and special events in support of agencies and programs. She noted that UCAR will continue to support the effort to double the NSF budget, even though we know FY05 is going to be a difficult year.

Discussion followed on the NOAA research review process, support for the US Weather Research Program, and UCAR programs that will be greatly impacted by the proposed funding cuts in NOAA.

The Trustees were interested in the level of university involvement in advocacy activities. Schmidt said there are a few Members Representatives that are very active, but the vast majority do not participate at all..

12. UCAR GEO FORUM

Rick Anthes and Cindy Schmidt updated the Trustees on the plans for the upcoming GEO Forum 2004 to be held in Washington DC on 30 March. This event is organized to attract undergraduate students, especially those from underrepresented groups, to graduate schools in the geosciences. Anthes noted the amount of work that Cindy and her staff have done in preparation. The Trustees expressed their interest and appreciation.

13. MAY BOARD OF TRUSTEES’ MEETING

The Trustees discussed their thoughts on the agenda for the May Board of Trustees meeting at the NSF in Washington DC. Along with other agency representatives, the Trustees expressed interest in inviting Arden Bement, Interim Director of the NSF, and Richard Rosen, Director of OAR at NOAA

14. UNSTRUCTURED DISCUSSION

Tim Killeen thanked the Board for their keen interest and productive discussions on the NCAR reorganization.

Rick Anthes asked the Board to send in nominations for Trustee and Member committee positions.

15. ADJOURN

The Board adjourned at 11:10am.

End of Minutes