UNIVERSITY CORPORATION FOR ATMOSPHERIC RESEARCH

MINUTES

Board of Trustees Meeting
19-20 May 2004
National Science Foundation
Arlington, VA

The duly convened meeting of the UCAR Board of Trustees was held at the National Science Foundation in Arlington, Virginia and at the Rayburn House Office Building in Washington, DC. Present for all or portions of the meeting were:

Kelvin Droegemeier, University of Oklahoma (Chairman)
Richard Anthes, President, UCAR
Eric Barron, The Pennsylvania State University
Rosina Bierbaum, University of Michigan
Leo Donner, Princeton University (Chairman)
Barbara Feiner, Washington University in St. Louis
Neal Lane, Rice University
Ronald McPherson, American Meteorological Society
Frank Nutter, Reinsurance Association of America
Leonard Pietrafesa, North Carolina State University
Mary Jo Richardson, Texas A&M University
Steven Rutledge, Colorado State University
Soroosh Sorooshian, University of California-Irvine
Orlando Taylor, Howard University
Lynne Talley, Scripps Institution of Oceanography

Counsel and Corporate Officers:

Lise Carney, UCAR Counsel, Holland and Hart
Jack Fellows, Asst. Secretary and VP for Corporate Affairs & Director of UOP
Susan Friberg, Asst. Secretary, UCAR
Kathryn Schmoll, Vice President, Finance and Administration, UCAR
Larry Winter, Deputy Director, NCAR

National Science Foundation:

Al Cooper, Program Director, Physical Meteorology Program, ATM/GEO
Bernard Grant, Financial Operations Specialist, UCAR & Lower Atmospheric Facilities Oversight Section, ATM/GEO
James Huning, Facilities Manager, UCAR & Lower Atmospheric Facilities Oversight Section, ATM/GEO
Cliff Jacobs, Head, UCAR & Lower Atmospheric Facilities Oversight Section, ATM/GEO
Peter Milne, Facilities Coordinator, UCAR & Lower Atmospheric Facilities Oversight Section, ATM/GEO
Jarvis Moyers, Division Director, ATM/GEO
Pamela Stephens, Section Head, Lower Atmosphere Research Section, ATM/GEO

UCAR, NCAR, UOP:

Tom Bogdan, Acting Director, Advanced Study Program, NCAR
Meg McClellan, Director, Legal Services, UCAR
Jeff Reaves, Assoc. VP, Business Services, Finance & Administration, UCAR
Robert Roesch, Director, Human Resources & Employee Relations, UCAR
Steve Sadler, Director, Safety and Site Services, Finance & Administration, UCAR
Karyn Sawyer, Director, Joint Office for Science Support, UOP
Cindy Schmidt, Director, Office of Development and Government Affairs, UCAR
Betty Valent, Executive Assistant, Finance & Administration, UCAR
Susan Warner, Executive Assistant, UCAR
Dan Wilson, Director of Treasury Operations, UCAR

Others:

April Burke, Lewis-Burke Associates
Joel Widder, Lewis-Burke Associates


The Board convened in Executive Session from 8:15–9:30am. (The minutes are kept in the corporate offices.)


1. WELCOME AND AGENDA REVIEW

The Board convened in Regular Session. Chairman of the Board Kelvin Droegemeier welcomed NSF hosts, Trustees and guests. He reviewed the agenda and subsequently asked for adoption. It was moved, seconded, and passed to adopt the agenda as presented.

2. CHAIRMAN’S REPORT

Chairman Droegemeier reported that in the Executive Session held earlier in the day, the Board, at the recommendation of the Personnel Committee, approved the Senior Scientist appointments for Alex Guenther (ACD/NCAR), Philip Judge (HAO/NCAR), John Orlando (ACD/NCAR), Chris Snyder (MMM/NCAR), Morris Weisman (MMM/NCAR), and Larry Winter (NCAR); and Senior Scientist Emeritus position for Paul Swarztrauber.

3. SECRETARY’S REPORT

Secretary Steven Rutledge presented the minutes of the February 2004 Board of Trustees’ meeting and asked for approval. After noting one change, it was moved, seconded, and passed to approve the minutes.

4. TREASURER’S REPORT

Treasurer Barbara Feiner reported on FY2004 funding and expenditures to date. The consolidated financial reports were sent to the Trustees in advance of the meeting. Feiner noted that NSF funding overall is down in FY04, while non-NSF funding is up slightly. She reviewed the investment report and noted that the average total return on the unrestricted investments was 16% in the last 12 months; 3.3% over the past three years.

5. AUDIT AND FINANCE COMMITTEE REPORT

Treasurer Feiner reported on the Audit and Finance Committee meeting held the previous day. She reminded the Trustees that UCAR recently issued an RFP to engage a new outside auditor. The committee reviewed proposals from a number of auditing firms and announced that KPMG won the award. KPMG conducts the audits of a number of non-profit educational organizations, including the University of Colorado; given their extensive experience the committee felt they were well–suited to do the UCAR financial audits.

Feiner also reported on two Audit and Finance Committee recommendations for full Board approval: authorization for the Debt Service Float Sale and an authorization updating signatures and limits for financial transactions. Before moving the following resolutions for Board approval, she said that, after very careful examination, UCAR management and the Audit and Finance Committee are recommending approval.

The following resolutions were received by the Trustees in advance of the meeting.

1. DEBT SERVICE FLOAT SALE RESOLUTIONS

WHEREAS, the Corporation invests certain funds of the Corporation in short-term securities ("Short-Term Investments") that will be used in order to meet certain debt service obligations of the Corporation with respect to the loans made to the Corporation of the proceeds of the Series 2001, Series 2002 and Series 2003 bonds issued by the County of Boulder, Colorado; and

WHEREAS, the Corporation has the opportunity to sell the future earnings on its Short-Term Investments to a third party in exchange for a cash payment approximately equal to the present value of such future earnings (the "Float Sale");

NOW, THEREFORE, IT IS RESOLVED, that the Corporation enter into the Float Sale transaction;

FURTHER RESOLVED, that the Vice President, Finance and Administration and the Director of Treasury Operations of the Corporation, or either of them, is authorized to negotiate, execute and deliver all documents and agreements necessary to effect the Float Sale including, without limitation, a Debt Service Deposit Agreement ("DSD Agreement") in the name and on behalf of the Corporation, containing such terms and conditions as such officers, or either of them, may, in their discretion, approve, which approval shall be conclusively evidenced by the execution thereof by either such officer; and

FURTHER RESOLVED, that in order to carry out fully the intent and effectuate the purposes of the foregoing resolutions, the incumbent officers of the Corporation be, and each such officer hereby is, authorized and directed (a) to take all such further actions necessary to consummate the Float Sale, (b) to execute and deliver in the name and on behalf of the Corporation all such further agreements, instruments, certificates, documents and amendments relating thereto or contemplated therein or deemed necessary by such officers in order to carry out the transactions contemplated by the foregoing resolutions, and (c) to pay all fees and expenses, which shall, in their judgment, be necessary, proper or advisable in order to carry out the transactions contemplated by the foregoing resolutions; and

FURTHER RESOLVED, that the actions of any officer or agent of the Corporation that are within the authority conferred by the foregoing resolutions, including any action taken prior to the adoption of these resolutions be, and such actions hereby are, ratified, approved and confirmed in their entirety.

The resolutions authorizing the debt service float sale were moved and seconded. Discussion and clarification followed, after which the resolution was passed unanimously.

2. RESOLUTION REGARDING AUTHORIZATION FOR CORPORATE BANKING, INVESTMENT AND OTHER FINANCIAL TRANSACTIONS

WHEREAS, the Board of Trustees of the University Corporation for Atmospheric Research ("Corporation") desires to reconfirm its authorization of certain 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; and

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; and

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 or other electronic fund 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 the officers and employees of the Corporation who have been authorized pursuant to the foregoing resolutions to take certain actions on behalf of the Corporation are authorized to use any means of electronic banking or account management offered by the applicable financial institution to take any of such actions authorized in the foregoing resolutions; and

FURTHER RESOLVED that such financial institutions are authorized and directed to honor and pay any checks, drafts, notes, wire or electronic fund transfers, or orders so drawn, as directed by the persons so authorized to approve such transactions as stated in the foregoing resolutions, whether so payable to the order of any of said persons in their individual capacities or not, and whether such proceeds are deposited to the individual credit of any of said persons or not; and

FURTHER RESOLVED that these resolutions 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 these resolutions 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; and

FURTHER RESOLVED that these resolutions shall supersede all prior resolutions of the Board of Trustees with respect to authorization for banking, investment and other financial transactions of the Corporation.

The above resolutions were moved, seconded and passed .

Feiner also reported on the financial impact of the recently developed child care center, and on the funding of post retirement insurance.

6. INTERIM NSF DIRECTOR VISIT

Interim NSF Director Arden Bement spoke to the Trustees about NSF activities, priorities, and the climate for future federal science budgets. He said that he expected the budgets to decline in FY05-06 and then remain flat through 2010; his view is that the doubling of the NSF budget is not a posssibility for some time to come. He spoke about his desire to increase NSF’s 26% proposal success rate which he says "isn’t doing the system any justice", and talked about workforce concerns, including the foreign student visa issue.

7. PERSONNEL COMMITTEE REPORT

Chairman of the Personnel Committee Soroosh Sorooshian outlined the topics covered during the meeting of the Committee held the previous day including health and safety updates, the status of various levels on the scientific staff promotion ladder, health care savings accounts, and the post retirement insurance question.

8. ASSISTANT ADMINISTRATOR OF NOAA RESEARCH REMARKS

Richard Rosen, recently appointed Assistant Administrator of NOAA Research, spoke with the Trustees on matters of common interest, including his view on the status of the NOAA FYO5 budget. He said that, in his opinion, some of the reported cuts will be reinstated in the budget, especially in the Ocean, Coastal and Great Lakes research area. He reported on the cuts in the Climate and Global Change Program, much of it in the areas having to do with university outreach.

Rosen talked about the NOAA lab consolidation effort that originated with both House and Senate Appropriations’ Committees requests regarding plans for, and a cost benefit analysis of, moving the research into other NOAA line offices.

9. NSF REPORT

Cliff Jacobs, Head, UCAR & Lower Atmospheric Facilities Oversight Section, ATM/NSF reported mainly the HIAPER Instrumentation proposal process. He said they received 46 proposals for 39 projects, with 15 proposals highly recommended. Jacobs said that there will be a good spectrum of instruments, and that he was very pleased with the process and outcome.

10. UCAR PRESIDENT’S REPORT

UCAR President Rick Anthes reported on the status of various UCAR activities, including the development of the new UCAR Child Care Center being organized as a Limited Liability Corporation (LLC). He also reported on space issues, the URC meeting held in April, the UCAR Foundation and Peak Weather Resources, Inc., and a recent analysis of the level of effort that NCAR and UOP programs and divisions contribute to research, facilities, education and outreach in support of the community. He summarized the findings as follows, noting an approximate plus/minus five percent uncertainty factor: all of UCAR spends 51% of its resources on supporting state of the art community facilities, 11% on community support (workshops, visitors, field support), 26% on research and development, and 10% on education and outreach. In addition, 14% is allocated to visitors, 20% to tech transfer, and 76% to collaboration inside and outside of UCAR.

He also reported on the challenges that accompany a growing senior scientist base, saying that this is a trend that management is closely watching.

Anthes reported on the UCAR Foundation and its portfolio of licensed instruments, including the status of a recently developed commercial venture, a for-profit company--Peak Weather Resources, Inc.--founded in 2003 to license certain UCAR technologies.


The Board convened in Executive Session from 12:35–1:45pm. (The minutes are kept in the corporate offices.)


11. NCAR STATUS REPORT

In NCAR Director Tim Killeen’s absence, NCAR Deputy Director Larry Winter reported on a number of activities. He reported that there has been an increase in NCAR jointly authored papers; that the new NCAR laboratory and division director searches are making good progress: the Mesoscale and Microscale Meteorology Division search is in its final stage; the Institute for the Study of Science and the environment (formerly ESIG) search has begun well; and the Earth Observing Laboratory Associate Director search is also underway. He reported that there were seven new "exceptional" Scientist I appointments, and that the HIAPER project is proceeding on schedule—they are "a year away from the science".

12. UOP DIRECTOR’S REPORT

UOP Director Jack Fellows presented an overview of UCAR Office of Programs activities, detailing the current activities of each of the programs, noting especially how they benefit the university community. He highlighted the Joint Office of Science Support’s GIS analysis tool, an enhancement to their Field Catalog that was deployed in the Spring 2004 on the Western Arctic Shelf Basin Interactions Project. He reported on current activities in the digital library projects, DLESE and NSDL. The six COSMIC spacecraft and payloads kits and data center activities are on schedule and within budget, he said, with launch expected for late in 2005. He also reported that two postdoc fellows are working under the sponsorship of NSF and NESDIS to facilitate the use of COSMIC data in NCEP’s operational numerical weather prediction models. Fellows outlined plans for a new joint NCAR/UOP instrumentation effort with the first step to be a workshop planned for late 2004 involving COMET, Unidata, JOSS, ACD, and ATD staff and community members to define the educational goals of a course in instrumentation and data interpretation. The plan is for the course to be captured in a COMET module for all the community to use.

13. MEMBERS’ MEETING PLANS

The Board discussed the proposed plans for the Annual Members Meeting Forum, hearing the comments offered at the recent University Relations Committee where the draft agenda was also discussed and adding their own refinements. Anthes said that this meeting should engage the Members and other participants in a broad discussion of where the atmospheric and related sciences should focus their energies in the next decade, and in particular the role the national center plays in that mix.

14. NSF OLPA DIRECTOR REMARKS

Curt Suplee, Director of the NSF Office of Legislative and Public Affairs (OLPA), joined the Trustees for a spirited conversation on the current state of federal science support, and the changes in communicating the science being done with federal resources. He noted that the L.A. Times and the San Jose Mercury News had eliminated their science pages, and that his office was developing a new multi-media website that will make it easier for the public to know the latest science news and advances.


The Board convened in Executive Session from 4:00–5:00 pm. (The minutes are kept in the corporate offices.)


Thursday, 20 May


The Board convened in Executive Session from 8:30 to 10 am at the Rayburn House Office Building for a breakfast meeting with House Science Committee members Mark Udall (CO), Bart Gordon (TN), and Brad Miller (NC), along with members of their staff.

(No minutes were taken.)


15. ADJOURN

The Board adjourned at 10 am.

End of Minutes

Minutes approved by:

 

Steven Rutledge
Secretary of the Corporation

Minutes prepared by:

 

Susan J. Friberg
Secretary of the Corporation

 

 

 

 

 

 

 

General Schedule & Contact Info. NCAR Van Schedule

This page updated 2004-09-30 14:49 -07 by Michelle Flores
Contact: Susan Warner (303) 497-1655; swarner@ucar.edu