< Back to Listing
July 15, 2008
9 a.m.
Board of Directors: Overland Park
Board of Directors
MINTUES
Kansas Bioscience Authority
Board of Directors
Tuesday, July 15, 2008
10:46 a.m. – 12:00 p.m.
1:45 p.m. - 3:30 p.m.
Call to Order: A quorum being present the Board of Directors meeting was called to order at 10:46 a.m. by Chairwoman Sandra Lawrence in Overland Park, Kansas. Directors participating John Carlin, Tom Corcoran, Dan Glickman, Angela Kreps, Ed McKechnie, Bill Sanford, Ray Smilor and Jon Wefald. Richard Lariviere attended on behalf of Chancellor Hemenway. Others attending were Tom Thornton, Jan Katterhenry, Jim Mitchell, Gary Micheel and Marsh LoScalzo all of KBA. Doug Anning was present from Polsinelli. Mr. Corcoran has not yet been confirmed by the Senate, so he cannot vote but was invited to attend executive sessions. Mr. Lariviere is also not allowed to vote but was invited to attend executive sessions.
Financials: Ms. Katterhenry presented the financial report.
Minutes: Ms. Lawrence reported that the minutes will be reviewed in the October 2008 meeting.
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 of the Kansas Bioscience Authority (the “Authority”) in this meeting of July 15, 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; (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 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 25 minutes from 11:00 a.m. until 11:25 a.m. on Tuesday, July 15, 2008 unless the Board of Directors earlier concludes its review, consideration, and discussion prior to 11:25 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: Jan Katterhenry, Jim Mitchell, Marsh LoScalzo, Richard Lariviere, Tom Corcoran and Doug Anning, Esq.
Dr. Smilor made a motion to recess into executive session, Mr. Carlin seconded the motion and it passed unanimously.
Return to Open Session: At 12:00 p.m. a motion was made by Mr. Carlin to go into open session, Mr. McKechnie seconded, the motion carried unanimously.
The Board departs for the KBA Stakeholder’s Luncheon.
Board Meeting Resumes at 1:45 p.m.
Executive Session: Mr. Carlin made a motion to go into executive session for one hour to review, consider and discuss potential information of a proprietary nature. Dr. Smilor seconded, the motion passed unanimously.
WHEREAS, the Board of Directors of the Kansas Bioscience Authority (the “Authority”) in this meeting of July 15, 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; (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 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 1:45 p.m. until 3:30 p.m. on Tuesday, July 15, 2008 unless the Board of Directors earlier concludes its review, consideration, and discussion prior to 3:00 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: Board of Directors, Richard Lariviere, Tom Corcoran, Jim Mitchell, Jan Katterhenry, Gary Micheel, Bret Healy, Marsh LoScalzo and Doug Anning, Esq.
Mr. Carlin made a motion to go into executive session, the motion was seconded by Dr. Smilor and the motion carried.
Return to Open Session: At 3:28 p.m. Dr. Smilor made a motion to go into open session, Mr. Carlin seconded, the motion passed.
There not being a quorum to approve the FY 2009 Annual Operating Plan, Mr. Anning will prepare a resolution for the board to approve the Plan in writing outside of the meeting.
Adjournment: Ms. Kreps made a motion to adjourn, Dr. Smilor seconded. There not being a quorum, the meeting adjourned at 3:35 pm.
|