UNIVERSITY CORPORATION FOR ATMOSPHERIC RESEARCH

MINUTES

Board of Trustees Meeting
18-19 May 2005
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 Fairmont Hotel 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


Barbara Feiner, Washington University in St. Louis


Rana Fine, University of Miami


Eugenia Kalnay, University of Maryland


Neal Lane, Rice University


Shirley Malcom, AAAS


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


Orlando Taylor, Howard University

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
Tim Killeen, Director, NCAR
Jeff Reaves, Assoc. VP, Business Services, Finance & Administration, UCAR
Kathryn Schmoll, Vice President, Finance and 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/GEO
Robbie Hood, Leadership detail from NASA, ATM/GEO
Cliff Jacobs, Head, UCAR & Lower Atmospheric Facilities Oversight Section, ATM/GEO
Jarvis Moyers, Division Director, ATM/GEO
Sarah Ruth, UCAR & Lower Atmospheric Facilities Oversight Section, ATM

UCAR, NCAR, UOP:
Kate Becker, Office of Development and Government Affairs, UCAR
Rena Brasher-Alleva, Director, Budget & Planning Office, NCAR
Peter Backlund, Director of Research Relations, NCAR
Diana Josephson, Associate Director, SERE Laboratory, NCAR
Gene Martin, Director, Joint Office for Science Support, UOP
Meg McClellan, Director, Legal Services, UCAR
Bob Roesch, Director, Human Resources & Employee Relations, UCAR
Steve Sadler, Director, Safety and Site Services, Finance & Administration, UCAR
Karyn Sawyer, Assistant Director, Earth Observing Laboratory, NCAR
Cindy Schmidt, Director, Office of Development and Government Affairs, UCAR
Kathryn Strand, Manager of Budget & Administration, UOP
Betty Valent, Executive Assistant, Finance & Administration, UCAR
Susan Warner, Executive Assistant, UCAR

Others:
Mark Marin, Lewis-Burke Associates
Joel Widder, Lewis-Burke Associates

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.    SECRETARY’S REPORT

Secretary Steven Rutledge presented the minutes of the February 2005 Board of Trustees’ meeting and asked for approval.  It was moved, seconded, and passed to approve the minutes as written.

3.    TREASURER’S REPORT   

Treasurer Barbara Feiner reported on FY2005 funding and expenditures to date.  The consolidated financial reports were sent to the Trustees in advance of the meeting.  She reported that NCAR base funding is down by 2% this fiscal year, and acknowledged that the next few years would be leaner for the corporation.  She reported on a healthy investment return of 6.8% despite the slow economic recovery.

Chairman Droegemeier expressed his appreciation for the table provided in the financial report that shows funding activity for each division, program, institute and lab.

4.    AUDIT AND FINANCE COMMITTEE REPORT

Treasurer Feiner reported on the Audit and Finance Committee meeting held the previous day. She reported that the committee is updating its charter as recommended by the Sarbanes-Oxley legislation.  While that law applies to for-profit companies only, it is good practice for us, as a non-profit, to comply as well.  She said that the committee reviewed KPMG’s FY04 Audit and discussed the the status of various cost pools especially the increases in the facilities cost pool.

Feiner presented two resolutions for Trustee consideration.  The first was the customary set of resolutions to update the authorizations for certain financial actions on behalf of the corporation.   

It was moved, seconded, and passed to adopt the resolution regarding authorization for corporate banking, investment, and other financial transactions as presented. 

Feiner presented a second set of resolutions that would allow the corporation to enter into a LIBOR based swaption transaction to take advantage of the current low interest rates that would result in a savings of approximately $900K with respect to anticipated 2011 refunding of a 2001 issuance of revenue bonds.  Feiner presented the complex details of the transaction, and discussion followed.  Director of Treasury Operations, Dan Wilson, provided further details and clarified some issues.  It was moved, seconded, and passed to adopt the resolution allowing UCAR to enter into a LIBOR based swaption transaction with the Series 2001 Bonds.

5.    PERSONNEL COMMITTEE REPORT

In Chairman Soroosh Sorooshian’s absence, Acting Chairwoman of the Personnel Committee, Mary Jo Richardson, reported on the committee meeting held the previous day.  Trustee Richardson said the committee reviewed charts of the staff flow-through for all scientific levels, and discussed the progress the corporation is making in increasing the number of women and minorities on staff.  The Committee also looked at the salary budgets, and the recently implemented employee option to choose health care savings accounts (25% chose this option). The committee spent considerable time reviewing the recommendations for Senior Scientist appointments.  She reminded the Trustees that the full Board will vote in Exective Session on the committee’s recommendations later in the day in Executive Session.

6.    NSF REPORT

Cliff Jacobs, Head, UCAR & Lower Atmospheric Facilities Oversight Section, ATM/NSF reported on the review of NCAR management planned for late March or early April 2006.  He reviewed the background and specific articles of the cooperative agreement that require the review to be carried out.  He noted that a document will be prepared by NCAR for the review panel to work with, and that ad hoc mail reviews will most likely be used.  He outlined the following questions that form the core of the review:

1)Has the management of NCAR encouraged and facilitated a National Center which is able to perform as a strategic partner of the NSF and to fulfill the NCAR mission defined in the 2003 Cooperative Agreement:
support, enhance and extend the capabilities of the university community, nationally and internationally; understand the behavior of the atmospheric sciences and related systems and the global environment; foster the transfer of knowledge and technology for the betterment of life on Earth”

2)Has NCAR demonstrated clear leadership in science and management, and an effective process for cultivating a long-term vision/mission and strategy?

3)Has NCAR developed a robust process for planning and review that engages the community?

4)Has NCAR been effective in promoting and sustaining cross-divisional and interdisciplinary programs?

5)Has NCAR established productive national and international scientific links with Federal agencies, International Institutions, NGOs, and the global research community?

6)Has NCAR encouraged and facilitated the participation of underrepresented groups (e.g., gender, ethnicity, disability, etc.)?

Jacobs said that, in addition to the review document, the revised NCAR Strategic Plan will be an integral part of the review of the quality and effectiveness management, and will be available to any organizations that will compete for the management of NCAR.

Discussion followed on a number of issues including what “management” means as it applies to the scope of the March review (the NCAR Executive Council, Jacobs said), and NSF’s need to separate NCAR from UCAR in order to provide a fair competition for all sides.  Droegemeier noted the various risks inherent in the review and competition activities over the next few years, and said that the challenge is to “do no harm” to the NCAR staff, the community, the science, and the relationships between and among the principals built over all these years.

7.    UCAR PRESIDENT’S REPORT

UCAR President Rick Anthes reported on the status of various UCAR activities.  He reviewed the status of the space issues and the childcare center.  He outlined the list of activities underway in anticipation of the reviews and competition for the management of NCAR, including the Metrics Report, the updated community survey, the collaborations and services mapping project, and the survey of how other consortia work.  He reviewed the recent URC meeting and the status of the SOARS program. 

Discussion centered on the SOARS program as a possible pipeline for minority recruitment for graduate schools.  Trustee Taylor suggested sending lists of SOARS participant to the graduate deans of Member and other universities as a recruiting aid for those universities.  Trustee Lane suggested the possibility of replicating the SOARS program across all the FFRDCs or of coordinating with other lab directors with an expanded program.

Anthes provided an update of the UCAR Foundation and Peak Weather.  He called attention to the memo and supporting materials related to approving a new Foundation director from UCAR Foundation Chairman and President, Merc Mercure; these were provided in advance of this meeting.  Chairman Droegemeier asked the Trustees to review the materials and made a motion to approve membership on the UCAR Foundation Board of Directors for Dr. Vivian Dullien, Director of Technology Transfer at the University of Colorado Health Sciences Center.  It was seconded and passed to approve Vivian Dullien as a director of the UCAR Foundation.

8.    UOP DIRECTOR’S REPORT

UOP Director Jack Fellows presented an overview of the current UCAR Office of Programs activities, highlighting especially the new COMET module on aviation weather forecaster training.  

9.    NCAR STATUS REPORT

NCAR Director Tim Killeen introduced Diana Josephson, the new Associate Director for the SERE Lab at NCAR, and updated the Trustees on a number of activities.  He noted the success of the HIAPER project, updated the Trustees on the NCAR reorganization, which, he said, is moving forward at a good pace, and other projects.

He spoke of the future of computing at NCAR, saying that he is concerned about NCAR’s falling place in computing, that the science is demanding major increases in computing power.   He reviewed the timeline for looking at options to expand and upgrade the NCAR computing facility and noted that he will more formally present options at the October Board meeting.

Killeen updated the Trustees on the status of the NCAR Strategic plan, outlining the goals and the methods for community involvement.  He said that the Trustees will discuss a draft of the plan at their October meeting.

The Board convened in Executive Session from 12 noon to 5:00pm.  (The minutes are kept in the corporate offices.)

Thursday, 19 May

The Board convened in Regular Session from 8:30 to 10:30 am at The Fairmont Hotel in a breakfast meeting with Deborah Wince-Smith, President, Council on Competitiveness, and Dr. Kathie L. Olsen, Associate Director for Science for the Office of Science and Technology Policy in the Executive Office of the President.  (No minutes were taken.)

ADJOURN

The Board adjourned at 10:30am.

End of Minutes

Minutes approved by:

Steven Rutledge
Secretary of the Corporation

Minutes prepared by:

Susan J. Friberg
Secretary of the Corporation