MINUTES
Kansas Bioscience Authority
Board of Directors
Monday, January 26, 2009
3:00 p.m. – 5:00 p.m. CDT
Topeka
Call to order: A quorum being present, the Board of Directors meeting was called to order at 3:19 p.m. by Chairwoman Sandra Lawrence. Other directors present were Reginald Robinson, Angela Kreps, Ed McKechnie, Bill Thornton, Bill Sanford, John Carlin, Dan Glickman, Melvin Neufeld, and David Franz. Others attending from the KBA Offices were Tom Thornton, Janice Katterhenry, Gary Micheel, Bret Healy and Ashley Tyrrell. Doug Anning was present from Polsinelli.
Approval of the December 11, 2008 Board Meeting Minutes: Ms. Lawrence asked for a motion to approve the Dec. 11th minutes. David Franz made a motion to adopt the minutes and Bill Sanford seconded. The motion passed unanimously.
Presidents Report:
Mr. Thornton introduced the new Heartland BioVentures committee. Mr. Thornton reported that the final record of decision for NBAF had been signed, and that Kansas is the selected site. Mr. Thornton discussed the next BOD meeting that will be held in March in D.C. Mr. Thornton talked about the Centers of Innovation.
FY 2009 Part 2: Mr. Thornton gave an update regarding the FY 2009 Operating Plan. There are 2 pending eminent scholars, along with rising stars, one at KU and one at Wichita. The R&D Advisory Committee is working with Wichita and KU to develop federal bioscience priorities. The congressional delegation will be presented with the committee recommendations.
FY 2009 Administrative Focus Areas Part 2 Update: Jan Katterhenry gave an update on the management and budget priorities in FY 2009. She indicated the audit report will be presented to the governor and legislature on January 27, 2009 as part of our annual report, as required under our statute. The Kansas Inc. evaluation was complete and would be presented to the board at this board meeting. Progress is being made with the tracking system and post-investment monitoring and reporting. She also reported that Ennis Knupp has recommended investing the funds in a money market account at this time. . The Legal RFQ is complete and the legal committee is reviewing it. Ms. Katterhenry also announced that the KBA Employee handbook has been completed.
KBA Progress Report: Mr. Thornton announced that the KBA Progress report for 2009 has been completed. He recognized Chad Bettes for all of his hard work in developing the annual report and said that KBA is in the top 10 for Biosciences in the country. Ms. Lawrence thanked Mr. Thornton and suggested he review with the board the KBA performance in relation to the AOP on a quarterly basis.
Kansas Inc Report: Stan Ahlerich, the president of Kansas Inc, introduced himself and gave a presentation about the role of Kansas, Inc in auditing the operations of various Kansas agencies, including the KBA. He reviewed the report prepared by GSP Consulting. He said that he was very pleased with KBA’s performance and the results of the audit report. Mr. Sanford stated that it was a terrific report; it is objective and well balanced.
Financial Reporting: Ms. Katterhenry reviewed the financial report. Mr. Thornton clarified that the numbers do reflect NBAF obligation.
Executive Session: Ms. Kreps made a motion to adopt the following motion regarding convening in executive session. The motion was seconded by Mr. Carlin and adopted unanimously.
WHEREAS, the Board of Directors of the Kansas Bioscience Authority (the “Authority”) in this meeting of January 26, 2009 needs to review, consider, and discuss (i) financial and operational information and records related to the financial condition and financial operations of the Authority and how such financial information and records relate to the business and operational strategies of the Authority; and (ii) operational information and records related to the marketing and operations of the Authority and how such information and records relate to the marketing, business, and operational strategies of the Authority; and
WHEREAS, pursuant to Kansas law, in particular the Kansas Bioscience Authority Act, as codified in K.S.A. §74-99b01 to §74-99b89 and elsewhere (the “Act”), the Authority may discuss and consider the following in executive session when, in the opinion of the Board, disclosure of such would be harmful to the competitive position of the Authority: (i) plans that could affect the value of property, real or personal, owned or desirable for ownership by the Authority; (ii) the condition, acquisition, use, or disposition of real or personal property, and (iii) contracts for bioscience research, bioscience product manufacturing or commercialization, construction and renovation of bioscience facilities and marketing or operational strategies; and
WHEREAS, pursuant to the Act, records of the Authority shall not be subject to the provisions of the Kansas Open Records Act, when in the opinion of the Board, the disclosure of the information in the records would be harmful to the competitive position of the Authority, provided those records include, but are not limited to (i) proprietary information gathered by or in the possession of the Authority from third parties pursuant to a promise of confidentiality; (ii) contract cost estimates prepared for confidential use in awarding contracts for research development, construction, renovation, commercialization, or the purchase of goods or services; or (iii) data, records, or information of a proprietary nature produced or collected by or for the Authority, its employees, officers, or members of the board; financial statements not publicly available that may be filed with the Authority from third parties; the identity, accounts, or account status of any customer of the Authority; consulting or other reports paid for by the Authority to assist the Authority in connection with its strategic planning and goals; and the determination of marketing and operational strategies; and
WHEREAS, the Board believes that the disclosure of any such items and records would be harmful to the competitive position of the Authority; be it
RESOLVED, it is the opinion of the Board that the disclosure of such items would be harmful to the competitive position of the Authority, and therefore the Board declares that its review, consideration, and discussion of such financial, marketing and operational information and records at this Board meeting shall occur in executive session; and
FURTHER RESOLVED, it is the opinion of the Board that the disclosure of such records and information would be harmful to the competitive position of the Authority, and therefore, such records and information to be reviewed at this Board meeting shall not be subject to the provisions of the Kansas Open Records Act; and
FURTHER RESOLVED, that the Board of Directors shall meet in executive session from 4:45 p.m. until 5:15 p.m. on Monday, January 26, 2009 unless the Board of Directors earlier concludes its review, consideration, and discussion prior to 5:15 p.m., in which event, the executive session shall adjourn at such earlier time; and
FURTHER RESOLVED, that the following persons shall remain and participate in the executive session of the Board inasmuch as their involvement is important to the Board’s review, consideration, and discussion: all members of the KBA staff and Doug Anning from Polsinelli.
Return to Open Session and Adjournment: The board returned to open session at 5:15 p.m. and upon a motion duly made and seconded, the meeting was adjourned at 5:15 p.m.