MINUTES
Kansas Bioscience Authority
Board of Directors
Annual Meeting
Tuesday, July 21, 2009
8:00 a.m. – 12:00 p.m.
Sheraton Overland Park Hotel
Overland Park, Kansas
Call to Order: A quorum being present, a meeting of the Board of Directors of the Kansas Bioscience Authority was called to order by Chairman John Carlin at the Sheraton Overland Park Hotel, Overland Park, Kansas, at 8:03 a.m. Other Directors present were Bill Thornton, Dan Glickman, Angela Kreps, Bill Sanford (by phone), Dr. Ray Smilor, Ed McKechnie, Dr. David Franz, Reggie Robinson, and Sandra Lawrence. Others attending the meeting included Advisory Committee members Chancellor Atkinson from Kansas University, President Schultz from Kansas State University, and President Beggs of Wichita State University. KBA staff members in attendance were Tom Thornton, Jan Katterhenry, and Marsh LoScalzo. Jeff Ellis, legal counsel from Lathrop & Gage, was also in attendance, as were several members of the public.
Point of Personal Privilege: Ms. Kreps asked for an opportunity to speak to the Board concerning her position with KansasBio and the potential conflicts of interest which that relationship created with KBA activities. She noted that her role with KansasBio allowed her a voice in the industry which is valuable to the industry as well as the Kansas Bioscience Authority. In that role, she works with stakeholders and small start-up companies and pursues the opportunities to stimulate growth in the bioscience industry. She noted that the Authority was a significant weapon in the arsenal of economic development in Kansas which promoted investment in the bioscience industries and monitored the progress of that industry. Since her role was so intimately involved with the bioscience industry, she felt that it was now time to shift her role with the Authority to more specifically focus on promoting the bioscience industry and effective communication in that industry. She asked that a letter dated July 21, 2009, to the Chairman of the Authority and the Board be made a part of the record. Without objection, Chairman Carlin asked that the letter be made a part of the record, which is attached to these minutes as Attachment A.
Committee Assignments: Chairman Carlin announced the following committee assignments for FY 2010:
Executive Committee – John Carlin (Chair), Dr. Ray Smilor (Vice Chair), Bill Sanford, Sandra Lawrence, and Ed McKechnie
Investment Committee – Dr. Ray Smilor (Chair), Bill Sanford (Vice Chair), Ed McKechnie, Dr. David Franz, John Carlin (ex officio), and one vacancy for the 9th member of the Board when appointed
Governance Committee – Bill Sanford (Chair), Dan Glickman (Vice Chair), Reggie Robinson, Dr. Ray Smilor, and John Carlin (ex officio)
Audit Committee – Sandra Lawrence (Chair), Bill Thornton (Vice Chair), Reggie Robinson, John Carlin (ex officio), and one vacancy for the 9th member of the Board when appointed
Nominating Committee – Dan Glickman (Chair), Angela Kreps (Vice Chair), Dr. David Franz, Bill Thornton, and John Carlin (ex officio)
Chairman Carlin noted that there may be possible changes to committee responsibilities as the year progresses. He indicated that consideration was being given to altering the charters for the Audit and Governance Committees somewhat and that the role of the Nominating Committee be moved into the Governance Committee. He also stated that the Executive Committee would consider the creation of a Communications Committee.
Chairman Carlin asked for a motion to adjourn into executive session to discuss the strategic details of the Authority's Annual Operating Plan.
MOTION TO RECESS INTO EXECUTIVE SESSION: Mr. Glickman moved that the Board of the Kansas Bioscience Authority recess into executive session pursuant to K.S.A. 74-99b07 to discuss financial and operational information and related material of the Authority as it relates to the marketing and operational strategies of the Authority which, in the opinion of the Board, would be harmful to the competitive position of the Authority if disclosed. The session will commence at 8:15 a.m. and continue for 90 minutes. The Board will reconvene in open session at 9:45 a.m. in the Leatherwood 3 Ballroom of the Sheraton Overland Park Hotel. Included in the executive session will be the members of the Board, the members of the Advisory Committee, Tom Thornton, Jan Katterhenry, and Jeff Ellis, legal counsel.
Return to Open Session: Upon motion by Dr. Smilor, seconded by Ms. Kreps, and unanimously approved, the Board reconvened in open session at 9:45 a.m. No action was taken.
MOTION TO RECESS INTO EXECUTIVE SESSION: Mr. Glickman moved that the Board again recess into executive session to continue the discussion undertaken during the initial executive session and under authority of the previous executive session to discuss marketing and operational strategies of the Authority which, in the opinion of the Board, would be harmful to the competitive position of the Authority if disclosed. The executive session will commence at 9:50 a.m. and continue for 70 minutes. The meeting will reconvene in the Leatherwood 3 Ballroom of the Sheraton Overland Park Hotel at 11 a.m. The motion was seconded by Mr. McKechnie and unanimously approved.
Return to Open Session: Upon motion by Dr. Smilor, seconded by Ms. Lawrence, and unanimously approved, the Board reconvened in open session at 11 a.m.
Mr. Thornton presented to the Board a summary of the Authority's Annual Operating Plan for FY 2010. He stated that the KBA had demonstrated its effectiveness and had successfully wielded the Authority given it by law as evidenced by the success of the NBAF facility designated for the State of Kansas at the K-State campus and the commercialization of several bioscience ventures in the state leading to job growth and demonstrated return of the dollars invested by the Authority. He stated that the AOP for FY 2010 will emphasize commercialization. He stated that the Heartland BioVentures effort organized by the Board, now lead by David Vranicar, is being structured and focused to build and support high-growth opportunities in the bioscience industry within the State of Kansas. Heartland BioVentures will demonstrate a strong-hands approach and present itself as a strategic resource for venture capital investment in the state. It will be designed to take companies to a point where they can get funding for development of their companies and the growth of the fourth leg of the Kansas economy. It will focus on building the Kansas Bioscience Growth Fund designed to focus its investments on Kansas and its bioscience industry. He noted that Heartland BioVentures and the Investment Committee of the Board are currently evaluating funds to be included in this process.
Mr. Thornton reported that four Centers of Innovation had been approved by the Board to promote cluster growth where Kansas already has significant research capacity. The Centers of Innovation will be managed by and responsive to the needs of the industries within their cluster of expertise. The Eminent Scholar program will be expanded in collaboration with the Centers of Innovation to feed the commercialization engine of such activities. The KBA will pursue an aggressive approach to commercialization of bioscience products to achieve the desired development of the bioscience industry as the fourth leg of the Kansas economy.
Mr. Thornton reported that the NBAF designation for Kansas is the gift that keeps on giving. He emphasized that the Authority will maintain its focus to secure that facility for Kansas because it has completely changed the reputation of Kansas and Kansas State University as the center of the animal health industry. He noted that it is still important to maintain focus to secure federal funding for the project and to maintain the timeline that has been established to get the project built and operational. There is also a need to assure that the state's cost share for the project is maintained.
Mr. Thornton noted that the next priority for the Authority is to continue to develop and promote the Kansas Cancer-Fighting Cures project throughout Kansas which will be centered at Kansas University. The program plan has been budgeted and made operational, and is aimed at achieving NCI designation as a milestone achievement by 2011. He emphasized, however, that Kansas Cancer-Fighting Cures is designed to continue long after the NCI designation with continued drug development and commercialization of cancer-fighting drugs well into the future.
MOTION: Mr. McKechnie moved that the KBA's Annual Operating Plan for FY 2010 be adopted as presented and that the AOP, as well as the supporting budget (both attached to these minutes as Attachment B), be posted on the KBA's website for easy public access. The motion was seconded by Dr. Smilor. Governor Carlin noted that the AOP was developed through a very thorough discussion during the Board's strategic planning sessions held in June 2009, as well as a thorough discussion of final recommendations during the executive session of this morning's meeting. The motion was approved unanimously.
Ms. Kreps again disclosed that her vote on the budget for the Annual Operating Plan was independent of any of her activities as Executive Director of KansasBio. The Board acknowledged the disclosure and indicated that there was no conflict of interest.
Adjournment: Mr. Glickman moved that the meeting be adjourned. The motion was seconded by Mr. McKechnie and unanimously approved. The meeting adjourned at 11:25 a.m.