• Memo from the Board Chairman, Otis Brown
• Resolution Recommending Bylaw Amendment
• Proposed Amendment to the Bylaws

This memo is to provide background for the upcoming discussion and vote on a proposed by-law change to increase the number of Trustees from 15 to 18 by adding three Trustees-at-Large over the next three years (2004, 2005, 2006).

Background. UCAR depends on the Board of Trustees to bring diverse perspectives and collective wisdom to UCAR corporate and community matters. These matters cover a wide range of research, policy, political, financial, and advocacy issues.

At the 2001 Annual Meeting, the Members' Representatives discussed (1) how much more complex the Board issues have become, (2) the need to reflect a broader national constituency on the board, and (3) the reliance on Trustees-at-Large to provide many of these broader skills (see memo distributed for this discussion at http://www.ucar.edu/governance/meetings/oct01/nom_report/trustee_memo.pdf). The Board continued to discuss this issue over the past year and, at their June Meeting, passed the attached resolution seeking a by-law change to address this issue.

Issue. Since 1976, roughly 80 percent of the Board has been Institutional Trustees chosen primarily from faculty, but also has included university administrators such as deans.

The Trustees-at-Large have brought a much different and equally needed perspective to the Board, particularly in the last ten years as the corporation has become more complex.

For example:

• former Congressman David Skaggs,
• Burlington Northern Railroad CEO Darius Gaskins,
• Macarthur Foundation CFO Lyn Hutton,
• Dick Hallgren, former Director of the National Weather Service and Executive Director of the AMS
• Ron McPherson, former Director of the National Centers for Environmental Prediction and Executive Director of the AMS

Trustees with such breadth and expertise benefit the entire atmospheric sciences community, not just UCAR management, because they become informed advocates for our community.

However, rotation of Trustees-at-Large is a slow process:

• one is elected each year for a three year term
• only three out of 15 elected Trustees can be Trustees-at-Large, and
• typically they serve two terms (6 years)

The proposed bylaw change will allow a greater number of Trustees-at-Large and a faster rotation process, with two new Trustees-at-Large elected every year in the steady state.

Action. The Board is asking that the attached proposed by-law change be approved by the Members Representatives at the 2002 Annual Meeting.

Resolution approved by the UCAR Board of Trustees 13 June 2002

RESOLUTION RECOMMENDING BYLAW AMENDMENT

WHEREAS, representatives of the member institutions of UCAR must be the principal source of guidance and governance to the Corporation; and,

WHEREAS, the opportunities, challenges and management responsibilities facing UCAR in the public, private and academic sectors, increasingly demand new skills and perspectives on the Board of Trustees in areas such as financial management, business planning and public affairs; and

WHEREAS, the governance of the Corporation would be enhanced by a somewhat greater number and proportion of Trustees-at-Large, both in attracting the needed experience, skills, and perspectives and in assuring the public of appropriate external oversight of the public funds which constitute most of the Corporation’s budget; and

WHEREAS, a ratio between Institutional Trustees and Trustees-at-Large of two to one is sufficient to assure the central role on the Board of member institutions;

NOW, THEREFORE, it is resolved by the UCAR Board of Trustees to recommend to the Members that the bylaws of the Corporation be amended to increase the number of elected Trustees from fifteen to eighteen, with one additional Trustee-at-Large to be elected by the Members Representatives to begin service in 2004, 2005 and 2006.

Proposed Amendment to Article 7, Section 2

Section 2. Number. The number of elected Trustees shall be as set forth below for the period indicated:

1. Commencing at the first meeting of the Board of Trustees following the annual meeting of the Members in the year 2003 and until the first meeting of the Board of Trustees following the annual meeting of the Members in the year 2004, there shall be sixteen elected Trustees consisting of twelve Institutional Trustees and four Trustees-at-Large;
2. Commencing at the first meeting of the Board of Trustees following the annual meeting of the Members in the year 2004 and until the first meeting of the Board of Trustees following the annual meeting of the Members in the year 2005, there shall be seventeen elected Trustees consisting of twelve Institutional Trustees and five Trustees-at-Large; and
3. Commencing at the first meeting of the Board of Trustees following the annual meeting of the Members in the year 2005 and thereafter, there shall be eighteen elected Trustees consisting of twelve Institutional Trustees and six Trustees-at-Large.

There shall be fifteenIn addition to the number of elected Trustees, and the President and the former Chairperson of the Board, for the twelve month period immediately following the expiration of such Chairperson's term, shall serve as ex officio Trustees if such individuals are not elected Trustees. Such ex officio Trustees shall be considered members of the Board of Trustees for all purposes including voting and establishing a quorum, except such Trustees may not serve as Chairperson.

Proposed Amendment to Article 7, Section 3

1. Election and Tenure of Elected Trustees.  At each annual meeting of the Members, the following number of Trustees shall be elected by the Members: (a) four Institutional Trustees and (b) until the annual meeting of the Members in the year 2003, one Trustee-at-Large shall be elected by, and, commencing with the annual meeting of the Members in the year 2003 and thereafter, two Trustees-at-Large. The terms of the Trustees elected at each annual meeting of the Members shall commencebeginonat the datestart of the first regular meeting of the Board of Trustees following their election and shall expire atupon the commencement of the first regular meeting of the Board of Trustees after the third annual meeting of the Members following their election. Each Trustee shall hold office for the term for which such Trustee is elected and until the first meeting of the Board of Trustees following the annual meeting of the Members at which such Trustee'’s successor is elected. Any Trustee who has served two successive three-year terms shall not be eligible for reelection as a Trustee until the annual meeting of the Members following the date on which the second of said successive three-year terms expires. The provisions of this Section shall in no way limit the provisions set forth in Section 5 of this Article 7 concerning the filling of any vacancy occurring in the Board of Trustees.