Call to Order: A quorum being present, the Board of Directors meeting was called to order at 2 p.m. by Chairwoman Sandra Lawrence. Directors participating via teleconference were John Carlin, Ed McKechnie, Bill Sanford, and Ray Smilor. Others attending at the KBA offices were Tom Thornton, Jan Katterhenry, and Gary Micheel all of KBA. John Petersen was present from Polsinelli.
Approval of the October 28, 2008, Board Meeting Minutes: Ms. Lawrence asked for a motion to approve the October 28th minutes. Dr. Smilor made a motion to adopt the minutes, and Mr. Carlin seconded. The motion passed unanimously.
President’s Report: Mr. Thornton provided an overview and update of the recent selection of the Kansas site as the Preferred Alternative for the National Bio and Agro-Defense Facility (NBAF). Mr. Thornton reported that the K-State site was the only site that met all of the selection committee's criteria. Mr. Thornton explained that this does not constitute a final decision. The record of decision will be made following a 30-day comment period. He advised the Board that efforts would continue by the KBA and all interested parties to ensure that the final decision by the Department of Homeland security follows the Preferred Alternative recommendation.
Board members unanimously applauded Mr. Thornton and the KBA staff for their exemplary efforts advancing the Kansas NBAF application and congratulated them on their success.
Kansas Bioscience Park Update: Gary Micheel provided an update indicating that plans have evolved which contemplate that KBA building will increase in size from 25,000 square feet to 35,000 up to 40,000 square feet. Corresponding costs of construction are estimated to increase to approximately $19 million.
Mr. McKechnie made a motion to refer this matter to the Investment Committee to be reviewed at its next meeting. The motion was second by Mr. Sanford and passed unanimously.
Mr. Micheel then gave a report on the status of the KBA Benefit District established as part of the BioScience Park Development, particularly changes necessitated by the decision of Fort Dodge to not develop within the Park. Mr. Micheel indicated that costs would increase approximately $1.1 million. This issue, including allocation of the increased costs between the KBA and K-State, was also referred to the Investment Committee for review at its next meeting. Mr. McKechnie made the motion, Mr. Sanford seconded the motion, and it was unanimously approved.
Executive Session: Ms. Lawrence stated that there were items to be discussed that would qualify for the attorney-client privilege, and that also pertain 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, as well as certain personnel matters. Upon a motion duly made, seconded and unanimously approved, the board approved the following resolution and went into executive session.
WHEREAS, the Board of Directors of the Kansas Bioscience Authority (the “Authority”) in this meeting of December 11, 2008 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; (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; (iii) matters with counsel for the Authority that would be subject to the attorney-client privilege; and (iv) certain personnel matters; 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, (iii) contracts for bioscience research, bioscience product manufacturing or commercialization, construction and renovation of bioscience facilities, and marketing or operational strategies and (iv) personnel matters; 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; (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 (iv) certain personnel matters; and
WHEREAS, the Board believes that the disclosure of any such items and records would be harmful to the competitive position of the Authority;
NOW, THEREFORE, 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 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 for 15 minutes from 3:45 p.m. until 4 p.m. on Tuesday, October 28, 2008 unless the Board of Directors earlier concludes its review, consideration, and discussion prior to 4 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: John Petersen, Esq.
Return to Open Session: Upon a motion duly made and seconded, and unanimously approved, the board moved into open session at 4 p.m.
CEO Bonus: Mr. Sanford made a motion to approve an annual bonus for Mr. Thornton of 46% of his base salary. Mr. Carlin seconded the motion. The board unanimously approved the motion.
Adjournment: There being no further discussion or other business, upon a motion duly made and seconded, and unanimously approved, the meeting adjourned at 4:05 p.m.