Minutes
Kansas Bioscience Authority
Board of Directors Meeting
Tuesday, February 26, 2008
9:08 a.m. - 10:16 ET
Library of Congress
Thomas Jefferson Building, Members Room
10 First Street SE
Washington, D.C.
Call to order: A quorum being present, the meeting was called to order at 9:08 a.m. EST in Washington, D.C. by Chairwoman Sandra Lawrence. Others attending in person were Bill Sanford, Ed McKechnie, John Carlin, Dan Glickman, Ray Smilor, and Bob Krause attending on behalf of Jon Wefald. Attending by telephone conference were Chancellor Hemenway, Geoffrey Fasel of the Polsinelli law firm, and Ashley Tyrell of KBA. Tom Thornton, Jan Katterhenry, and Chad Bettes all of KBA also attended in person in Washington, D.C.
Introductory remarks: Ms. Lawrence welcomed everyone to the meeting, and acknowledged the Minority Leader of the Kansas House of Representatives, Dennis McKinney.
Review and Approval of Minutes: Ms. Lawrence referred to the minutes of the meeting of January 16, 2008. A motion to approve the minutes was made and seconded, and the minutes were unanimously approved.
Financial Report. Ms. Katterhenry presented the Financial Report, which the board reviewed and discussed. The directors discussed the possibility of recording commitments approved but not reflected on the financial statement. Ms. Katterhenry agreed to discuss this with the auditors and prepare an additional report or revised report to reflect this information.
The Directors discussed the types of instruments used for cash investments. Mr. McKechnie indicated that he and Dr. Smilor were reviewing the cash investment process and cash investment advisors.
President’s Report. Mr. Thornton presented the President’s Report, which the Directors reviewed and discussed. The Directors engaged in an extended discussion and examination of the proposed Biofuels Initiative.
Executive Committee Report. Mr. Sanford reported that the Executive Committee Meeting on February 20, 2007 took place largely in executive session. In connection with the KBA’s previously approved plans with respect to Xenotech, LLC, KBA management was directed to discontinue discussions with Xenotech regarding the available 8 acres of land in the Olathe Bioscience Park due to Xenotech’s unwillingness to accept the KBA’s previously approved plans, and to consider other opportunities for the use of the land on a going forth basis.
Investment Committee Report. Dr. Smilor presented the Investment Committee’s proposed investment regarding BRI, which proposal was moved by Mr. McKechine, seconded Mr. Sanford, and 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.
WHEREAS, the Board of Directors (“Board”) of the Kansas Bioscience Authority (the “Authority”) in this meeting of February 26, 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; and (iii) matters with counsel for the Authority that would be subject to the attorney-client privilege; 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; and (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; and (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, since the Board intends to discuss certain potential investments, the Board’s director and officer insurance, and the Olathe Bioscience Park, the Board believes that the disclosure of any information regarding such items and any related 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 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 shall meet in executive session from 8:42 a.m. until 9:12 a.m. EST on Wednesday, February 26, 2008 unless the Board earlier concludes its review, consideration, and discussion prior to 9:12 a.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: Geoffrey D. Fasel, Esq.
Geoffrey Fasel departed executive session at 9:08.
Return to Open Meeting: At 9:12, the board left executive session and returned to open meeting.
The following motion was then moved and seconded.
RESOLVED, that the proposed insurance policy covering directors and officers of the KBA is hereby approved, and the appropriate officers of the KBA are hereby authorized and directed on behalf of the KBA to do all things necessary to purchase and effect such policy.
Upon such motion duly made, the Directors unanimously adopted the resolution.
The following motion was then moved and seconded.
RESOLVED, that the strategy regarding Xenotech LLC directed by the Executive Committee is hereby ratified and affirmed.
Upon such motion duly made, the Directors unanimously adopted the resolution.
Adjournment: There being no further discussion, a motion was made to adjourn at 9:18 a.m. EST, which motion was seconded and passed unanimously.
Sandra A. J. Lawrence