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November 10, 2009
8 a.m.-Noon CT
Board of Directors: Lawrence
MINUTES
Kansas Bioscience Authority
Board of Directors
Tuesday, November 10, 2009
8:00 a.m. – 12:00 p.m. CT
The Eldridge Extended
Bliss Room
Lawrence, 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 8:02 a.m.
on November 10, 2009, at the Eldridge Extended in Lawrence, Kansas. Other Board
members present included Dr. Ray Smilor, Michael Borgman, Dr. David Franz, Angela
Kreps, Sandra Lawrence, Reginald Robinson, and Bill Sanford. R & D Advisory Board
members present included Donald Beggs, President, Wichita State University;
Bernadette Gray-Little, Chancellor, University of Kansas; and Kirk Schulz, President,
Kansas State University. KBA staff members in attendance included Tom Thornton, Jan Katterhenry, David Vranicar, Terry Osborn, Cary Nourie, Gary Micheel, and Marsh
LoScalzo. Jeff Ellis, Lathrop & Gage, was present representing legal counsel.
Resignation of Board Member: Mr. Robinson noted that Bill Thornton had recently
been appointed as Secretary of Commerce for the State of Kansas and, as a result, had resigned from the Board of Regents. Mr. Robinson noted that a replacement for
Mr. Thornton to the Board of Regents would soon be made, which would allow the Board of Regents to then choose its second representative to the KBA Board.
Approval of Minutes: The minutes of the Special Meeting of the Board of Directors
held on October 8, 2009, were presented for approval. Mr. Sanford noted that the
minutes needed to reflect the expansive discussion undertaken by the Board concerning the staff recommendation regarding the Kansas Bioscience Growth Fund and the investment to be made by the KBA. He urged that the minutes be amended to reflect that discussion based on the information circulated in advance to the Board at that meeting.
MOTION: Mr. Sanford moved that the minutes be approved as amended in line
with the above directions. Dr. Smilor seconded the motion, which passed
unanimously.
President’s Report: Mr. Thornton referred the Board to Tab 3 of the Board booklet
previously distributed to members of the Board for the President’s Report. He indicated
that most of the information contained in the report had been discussed during
yesterday’s meeting. He referred the Board to the written information for additional
details.
Annual Operating Plan Update: Mr. Thornton next referred the Board to the AOP Tab
of the Board booklet for an update of the FY 2010 Annual Operating Plan. He noted that the KBA had laid a strong foundation and achieved remarkable outcomes during its first five years. Now the KBA must maintain its intense focus on addressing national
bioscience challenges with a particular focus on accelerating bioscience
commercialization in Kansas, protecting the American food supply and agricultural
economy, and bringing cutting-edge cancer treatments closer to home for millions of
Kansans.
Mr. Thornton referred the Board to the details of the KBA program focus areas for FY
2010 as contained in the written report and asked the Board to focus particularly on
Action Item 4 on page 9 regarding the expansion of the Kansas Bioscience Matching
Funds Program for the purpose of pursing large-scale federal R & D investment
opportunities in the state on an ongoing basis. President Schulz will provide details on a program to develop PhD fellowships which would prepare a future generation of PhDs
for the bioresearch workforce in Kansas. Matching funds are required to secure the
federal grant. President Schulz indicated that he was not expecting a decision by the
KBA at this meeting, but that an expedited approval of the matching funds would be
necessary. In response to a question by Chairman Carlin, President Schulz indicated
that he would like for the Board to provide feedback on the possibility of matching funds
at this meeting. Chairman Carlin asked Dr. Smilor for the Investment Committee to
provide an expedited review of the request.
Mr. Thornton indicated there was a need to recruit an SBIR resource to assist the KBA in identifying opportunities for obtaining financing for projects inside Heartland BioVentures related to federally sponsored research. Mr. Thornton will interview candidates for this position and will attempt to recruit from within Kansas, but may need to expand the recruiting market elsewhere. In response to a comment by Chairman Carlin,
Mr. Thornton indicated that there may be the possibility of recruiting this capability in
partnership with another entity such as KTEC. The purpose of the activity is to pursue
federal research dollars by better understanding the federal research market for our
client companies, understanding better the research needs for the federal agencies,
helping the KBA develop proposals for grants, and to bring federal agencies to Kansas
to conduct an SBIR conference for our client companies. Dr. Smilor commended the
staff for its efforts in introducing our client companies to federal programs. Mr. Sanford
noted that federal agencies are becoming much more commercially oriented and that the federal programs could prove to be very beneficial for our client companies.
President Schulz noted that the resource could be beneficial to universities as well and would like to coordinate a meeting with university vice presidents and the SBIR resource that is ultimately obtained.
Mr. Thornton next referred the Board to pages 13 and 14 of the AOP Status Report
regarding the status of the KBA’s Centers of Innovation in core business cluster
activities. He noted that it appeared that the Center for Drug Development cannot be
made to work within the existing structure of the University of Kansas. He suggested
that the KBA consider refocusing its effort to support drug development through
recruitment of Eminent Scholars and Rising Stars working with KU to develop drugs that could then be commercialized through the Heartland BioVentures approach.
President Schulz asked the KBA to task the three university presidents to review past
activities regarding the Centers to ensure the Centers were leveraging the universities to the fullest extent possible. Mr. Thornton observed the KBA model was truly focused on developing such Centers outside of academia, but connected to it. He stated that the KBA’s vision was that Centers would be lead by industry, collaborating when important with academia for research capabilities. He noted that three of the Centers of that model were up and running and achieving their initial milestones.
Ms. Kreps noted that the difficulty with the Drug Development Center and the Animal
Health Center may relate to the fact that those core industry clusters were extremely
diverse and perhaps don’t understand what KBA wants in a Center. She observed that it is difficult to identify the correct combination of participants for these two large industry sectors. She urged that industry be invited to the table in a significant way with academic institutions to try to solve the problem. Chairman Carlin noted that the
difficulty with each of the remaining Centers may be different. Chancellor Gray-Little
noted that the academic institutions are simply looking for a better way to partner with
industry. Mr. Thornton said that the three Centers which are now forming and
successfully operating validate the KBA approach, although he acknowledged that the
structure may not work in every cluster. He reminded the Board that the KBA is now
vetting an animal health proposal, and he noted that the opportunities are immense with the advent of three animal health laboratories emerging at the K-State campus.
Ms. Kreps noted that Kansas is uniquely situated to focus on more collaboration among animal-plant and human research capabilities.
Chairman Carlin asked that a briefing be presented to the Board regarding the Centers
of Innovation at the January Board meeting. Dr. Smilor asked that the briefing include
an identification of the things that are working with the Centers and the challenges that
remain. President Schulz asked that the three university leaders come up with a list of
issues to be considered for that meeting. Mr. Sanford emphasized that the term
“innovation” implies an emphasis on innovating new ways to commercialize a product
versus simply innovation in the development of a new process or thing. Ms. Kreps
concurred that the Centers are focused on commercialization and provide a new way of
capitalizing on university research.
Mr. Borgman stated that innovation which leads to commercialization requires a
business plan. He asked whether business plans are being developed at the successful Centers of Innovation. Mr. Thornton reported that business plan development varies by Center. He stated that each Center was focused on problem-solving and product development and that industry does, in fact, have business plans in place for the Centers. The business plan focuses on the acceleration of the product to market both nternally and externally.
Dr. Smilor observed that the value of the Centers is that it forces collaboration between
industry and university research. Each learns to deal with the other’s culture.
Mr. Thornton summarized the discussion by asking universities to offer input on lessons earned from prior Center development and issues surrounding the concept.
Staff would work to put together lessons learned and challenges to future Center development and encourage the development of business plans for the Centers. Mr. Robinson urged that the universities focus on Mr. Kemp’s report at yesterday’s Board meeting on the challenges facing the universities in meeting KBA expectations. He encouraged a look at the process to better maximize universities’ input into the Center of Innovation approach. President Schulz concluded the discussion by expressing his appreciation to Mr. Thornton as the face of bioscience for the state. He indicated that
Mr. Thornton has been able to bring diverse interests together to better focus the state’s effort in developing the bioscience industry, an activity which is extremely helpful at the university campuses in focusing collaboration on bioscience research.
Kansas Bioscience Park Venture Accelerator: Mr. Micheel reported on the status of
the venture accelerator development project. He reminded the Board that at its
January 27, 2009, meeting, it had approved up to $19 million for the building. The
Design Development documents were approved by the Executive Committee on May 5,
2009. Nine bids were received on October 27, 2009, in response to the detailed
construction documents. He noted that on October 23, 2009, the Executive Committee
approved financing the project through the use of industrial revenue bonds which will
make the project exempt from sales tax.
A low bid of $10,631,200 was submitted by Excel Constructors, Inc., of Overland Park.
A due diligence review of this contractor and its nominated subcontractors has been
performed by the Division of Facilities Management, PGAV Architects, and the KBA
staff. The KBA recommends a contract award. Total project cost is estimated at
$14,934,654, which Mr. Micheel noted was 21 percent below the $19 million authorized
by the KBA Board.
In response to a question by Ms. Kreps, Mr. Micheel noted that the ventilation and
plumbing subcontractors do not have deep experience in buildings like the one
proposed, but that they had done similar projects which were actually more complex
than the KBA project. He also noted that the contractors and subcontractors were
Kansas companies and that the contractor was an open shop company. It is not a
minority-owned company, but he noted that that was not a state requirement. In
response to a question by Dr. Smilor, Mr. Micheel stated that the advantageous contract bid price was the result of a competitive environment and the status of the economy. He observed that some contractors do submit low bids and attempt to make up their profits on change orders. He observed that was not Excel’s reputation. Even so, KBA and its consultants have developed a tight set of design documents and are prepared to hold the contractor to the bid presented.
In response to a question by Chairman Carlin, Mr. Micheel noted that the design of the
building was innovative in terms of environmental concerns. Mr. Schaadt of PGAV
Architects noted that the building will have a “Silver” LEED rating. It has innovative
ventilation systems, solar water heating, and incorporates best practices in water
management control.
In response to a question by Ms. Kreps, Mr. Micheel noted that the $10.6 million
construction bid did not include laboratory equipment. That would be included in the
total project cost of approximately $15 million. Chairman Carlin urged the staff to
develop a communication plan which would emphasize the environmental soundness of
the project. Mr. Schaadt noted that there was room in the lobby of the building for
interpretative graphics that might assist in that endeavor. President Schulz offered a
kiosk which will be located on the grounds of the Kansas State University portion of the
park which could be shared to collaboratively tell the story of how the park was
developed.
MOTION: Dr. Smilor moved that the low bid of $10,631,200 submitted by Excel
Constructors, Inc., to build the project be approved. The motion was seconded
by Dr. Franz and unanimously approved.
Mr. Thornton announced that a groundbreaking for the Kansas State building would
occur later in the week and that the city had applied for and won an award for the design and development of the park. He commended Mr. Micheel for his work on bringing the project to completion. Mr. Micheel noted that occupancy for the project was scheduled for the first quarter of 2011. He indicated that he would notify the contractor immediately of the successful bid and that construction would begin in December.in response to a question by Mr. Sanford, President Schulz noted that the Kansas State building and the KBA building were complementary in design. In response to a question by Chairman Carlin, Mr. Thornton noted that no other buildings were yet scheduled on the campus, but that there was interest in renting space in the two buildings which will be built. He felt that other buildings would come on line as soon as the two buildings were visible.
Financial Reports: Ms. Katterhenry referred to the October financial statements which
were provided to the Board separately after the distribution of Board booklets. She
noted that total cash on hand equaled $88,787,385. Accounts receivable are reflected
at $8,500,000 which is the latest estimate based on a conversation with the Department of Revenue. She also indicated that she had been notified that this payment will be delayed due to cash flow issues at the state as a result of budget shortfalls. To date, the Authority has funds committed of $279,462,918. If additional commitments are approved at this meeting, funds committed would exceed $282,000,000. To date, $33,347,944 have been paid. Approximately $246,000,000 of the original commitment to the Authority remains to be paid.
Ms. Katterhenry referred the Board to the Revenues and Expenses Report. She noted
that operating expenses had increased over the prior year, primarily due to the addition
of several staff members during the year. The Revenues and Expenses Budget
Comparison reflects the shortfall in payments due from the state. Ms. Katterhenry noted that the Department of Revenue had restated the base year (2003) to reflect quarterly payments made by third-party administrators on an annual basis. Ms. Katterhenry has questioned this restatement because it will make the base year companies differ by quarter from actual payment frequency in subsequent years. Department of Revenue said they could change back to their previous method but they would not be able to revert back this fiscal year. In addition, the Department of Revenue reconciles each year; however, the last reconciliation was completed in fiscal year 2006; they expect to reconcile FY 2007 this fiscal year.
Ms. Katterhenry next referred the Board to the Performance Metrics which indicate a net investment return on $1 of program milestone payments was $6.11. Chairman Carlin observed that the Authority was about halfway toward its total grant commitments and asked staff to comment on future investments. Mr. Thornton responded that the Authority has invested primarily in infrastructure in the past. He projected that new investment will come in the nature of programmatic areas. The open question is whether there is another big project such as NBAF in the offing.
Committee Reports:
Audit Committee: Ms. Lawrence, Chair of the Audit Committee, reviewed with
the Board proposed modifications to the Committee’s charter. Ms. Lawrence
indicated that the changes were made to emphasize that the Audit Committee
will focus primarily on financial audits and compliance, whereas regulatory
compliance issues will be the responsibility of the Nominating and Governance
Committee. Other changes were made in the charter to clarify that members of
the Committee will not be required to be voting members of the Board so that
non-voting ex officio Board members may serve on the Committee with vote. A
change was also recommended to the charter deleting a sentence which would
have allowed the chairperson of the Board to cast a deciding vote in the event of
a tie vote of the Committee level. In such instances, the matter will be referred to
the Board for resolution.
Ms. Lawrence next referred the Board to the Audit Report prepared by Allen,
Biggs & Houlik, LC. Shelly Hammond from that firm joined the meeting by
phone. Ms. Hammond noted that the audit process went well and that she
experienced excellent cooperation from the staff during the audit process. There
were no problems noted during the audit and a clean audit report was rendered.
Dr. Smilor said that the minutes should be amended to reflect that he did not
attend the Audit Committee meeting on October 6, 2009. Chairman Carlin noted
that Bill Thornton’s replacement on the Board of Directors would be appointed to
replace him on the Audit Committee and other committees on which he served.
MOTION: Mr. Sanford moved that the report of the Audit Committee be
approved. The motion was seconded by Dr. Franz and unanimously
approved.
Executive Committee: Ms. Katterhenry referred the Board to the minutes of the
Executive Committee meeting held on October 23, 2009, at which the proposed
financing option for the Kansas Bioscience Venture Accelerator was presented
and motions were approved to fund the project with industrial revenue bonds to
be purchased by United Missouri Bank. She said that bond documents were
now being prepared and would be presented to the Board for approval at a later
date. Chairman Carlin referred the Board to the proposed changes in the
Executive Committee charter which were presented in the Board booklet for the
Board’s approval.
MOTION: Dr. Smilor moved that the Executive Committee report be
approved. The motion was seconded by Mr. Sanford and unanimously
approved.
Investment Committee: Dr. Smilor referred the Board to handout material
regarding a recommendation for a Proof of Concept Investment Program (POCI),
which had been discussed by the Investment Committee the previous day. He
noted that the POCI provides early-stage “seed” investments to enable the
further development and validation of promising bioscience technologies that are,
or will become, the platform for a Kansas-based start-up company. The purpose
of the POCI program is to enable Heartland BioVentures to further assist its
clients in the development of their technology and business concepts in order to
reduce uncertainty and risk, and to help bridge the gap between basic research
funding and the next stage of outside investment. POCI investments may be up
to $200,000 and will be invested based on a competitive application process.
Dr. Smilor opined that it was imperative that the approval process be completed
in a timely manner, and the recommendation presented is to help the Investment
Committee and the Board expedite POCI applications.
The Investment Committee recommends that applications for POCI investments
are to be invited by the Heartland BioVentures staff and awards made up to
$200,000. POCI awards less than $75,000 may be approved by each of: (i) the
President, Heartland BioVentures; (ii) the KBA Chief Financial Officer; and (iii)
the KBA President and CEO (collectively, “KBA Management”). A summary
description of all investments approved by KBA Management shall be sent to the
KBA Investment Committee within five days of such approval. If any Investment
Committee member objects to a proposal approved by KBA Management within
five days of the date the summary description is distributed, then that proposal
must be brought to the Investment Committee for approval before an award can
be paid. POCI investments greater than $75,000, and subsequent applications
by a prior POCI awardee, shall be subject to review and approval by the KBA
Investment Committee. Finally, because of the desired timeliness of response to
client companies, it is recommended that for POCI proposals approved
unanimously by the Investment Committee, the KBA Board delegate final
approval authority for such investments to the Investment Committee. The
Investment Committee shall inform the Board at each Board meeting of any such
approved POCI investments. POCI proposals approved by the Investment
Committee by less than a unanimous vote shall be brought to the Board for final
approval.
MOTION: Dr. Smilor moved that the recommendation of the Investment
Committee as revised by staff and presented to the Board be approved.
Ms. Kreps seconded the motion.
Discussion: Chairman Carlin questioned whether the entire Investment
Committee must unanimously approve POCI applications. Dr. Smilor
suggested that the unanimous vote of the Investment Committee would
be required only of those members of the Investment Committee at a
meeting at which a quorum was present. In response to a question by
Ms. Kreps, Mr. Sanford noted that KBA Management would not be
allowed to do successive $75,000 grants to a single company. In
response to a further question by Ms. Kreps, Mr. Thornton noted that this
suggested process facilitates getting money out to companies who have a
need for capital to enhance the value of their entity and helps lower their
transaction costs. The purpose of the program is to help these
companies develop access to capital. Mr. Sanford opined that this
recommendation would allow Heartland BioVentures staff to more
aggressively work with a company in a venture capital approach and help
companies reach success earlier. Mr. Thornton stated that the Heartland
BioVentures staff vets companies carefully and invests KBA staff time to
help companies with their plans.
The question was called on the previous motion and approved
unanimously.
JACAM Chemicals: Dr. Smilor next referred the Board to an investment
recommendation for JACAM Chemicals, which is requesting a total of $75,000
for the purchase and installation of, and associated training on, an Optical
Emission Spectrometer to assist their continued business expansion in Sterling,
Kansas. He noted that the KBA Board had previously approved a maximum of
$500,000 for JACAM related to facilities expansion at its facilities in Sterling (Rice
County, Kansas). Initial funding was provided at $100,000 to support the
purchase of equipment and research personnel. To date, KBA has provided a
total of $345,000 of the $500,000 in support of the expansion efforts at JACAM.
This request is further funding within the previously approved maximum funding
amount. He noted that JACAM had performed well with previous KBA
investments.
MOTION: Dr. Smilor moved that the Board approve the Investment
Committee recommendation of the $75,000 request made by JACAM for
the purchase of additional equipment and related warranties, training, and
installation. The motion was seconded by Mr. Sanford and unanimously
approved.
Cancer Research: Dr. Smilor next referred the Board to an investment
recommendation for a collaborative cancer research initiative at Kansas State
University to support umbilical cord matrix-derived stem cell-based gene therapy
for pancreatic cancer. Dr. Smilor noted that this recommendation from the
Investment Committee comes to the Board after a 2 to 1 vote at the Investment
Committee level. Mr. Sanford noted that the dissenter at the Investment
Committee consideration of this proposal expressed concern that there may not
be a coordinated cancer care approach for the entire state. He viewed this
proposal as perhaps being an ad hoc approach to cancer research. Both
Dr. Smilor and Mr. Sanford expressed their opinion that the approach proposed
was, in fact, coordinated with activities at the University of Kansas and
introduced Dr. Masaaki Tamura and Dr. Mark Weiss from Kansas State
University to provide an overall view of the research contemplated. Dr. Tamura
said that the research would benefit all cancer patients and that this research
would count toward research funding necessary to prove National Cancer
Institute designation at KU. He noted that Kansas State and Kansas University
do have cooperative research agreements and that this project would involve
both KU and Kansas State researchers. Dr. Weiss said that this research would
help the development of a rat model for research that is essential to USDA
approval.
MOTION: Dr. Smilor moved that the Board approve the Investment
Committee recommendation of a grant of $500,000 over two years under
the KBA’s Collaborative Cancer Research Initiative so long as the
milestones identified in the application are achieved. Dr. Franz seconded
the motion, which was unanimously approved.
NanoScale, Inc.: Dr. Smilor next referred the Board to investment
recommendations involving NanoScale, Inc., under the Matching Funds
Program. Dr. Smilor noted that Mr. Sanford had recused himself from any
discussion or consideration of these two proposals because of his involvement in
NanoScale. Under the first recommendation, NanoScale has requested $50,000
as a partial match of the funding it has been awarded under a NSF Phase I
STTR grant. NanoScale’s STTR award was in the amount of $150,000 for
research focused on synthesis and delivery of nanoparticles for determination of
the progression of cancer. Dr. Smilor noted that these matching funds would
achieve a 3 to 1 match under the STTR grant and that there was clear
commercial potential for the product being developed. He also noted that
NanoScale had performed well in the past with grants from the KBA.
MOTION: Dr. Smilor moved that the Board approve the Investment
Committee recommendation to invest $50,000 in matching funds in
support of NanoScale’s NSF Phase I STTR grant of $150,000 to focus on
the synthesis and delivery of nanoparticles for determination of the
progression of cancer. Ms. Kreps seconded the motion, which was
unanimously approved, Mr. Sanford abstaining.
Dr. Smilor next referred the Board to the second investment recommendation for
NanoScale requesting $375,000 from the KBA as a partial match of the funding it
has been awarded under a Department of Defense Phase II SBIR grant.
NanoScale’s SBIR award totaled $1,516,488 for the development of an
enhanced contaminated human remains pouch (ECHRP) system. Dr. Smilor
noted that the process developed by NanoScale had tremendous
commercialization potential in the case of a disaster involving chemical agents,
bio-hazardous substances, or incidents where conventional “body bags” or
“pouches” were not sufficient to assure the safety of others. The Department of
Defense has committed over $30 million to develop this process and to deploy
body bags using the NanoScale process for containment. Upon questions by
Dr. Franz, Mr. Sanford explained that NanoScale is a subcontractor on the
Department of Defense contract and that another company will actually produce
the body bags. The NanoScale process has other significant commercial
applications as well.
MOTION: Dr. Smilor moved that the Investment Committee
recommendation to invest $375,000 as a partial match of NanoScale’s
funding for an awarded Department of Defense Phase II SBIR grant of
$1,516,000 for the development of an enhanced contaminated human
remains pouch system be approved. Ms. Lawrence seconded the
motion, which was unanimously approved, with Mr. Sanford abstaining.
K-State: President Schulz asked the Board to consider a request for a grant to
support the training of the next generation of scientists and Rising Stars with
matching funds for a five-year commitment from the National Science Foundation
recently granted to Kansas State University. The request for the matching funds
would be $152,875. The request had not been formally submitted to the KBA for
vetting prior to this Board meeting because of timing issues. Dr. Smilor asked
whether it was critical that the KBA Board consider the grant request without the
opportunity for staff to study and consider the request under the Matching Funds
Program. Mr. Thornton noted that the grant was only recently received from the
National Science Foundation and that the KBA wrote a letter in support of the
grant application. That was not an indication that the KBA would provide
matching funds, however, but was merely a show of support from the state for
the grant application. President Schulz noted that it was important to
demonstrate matching funds in order secure the grant. After discussion,
Chairman Carlin stated that no action would be taken at this point, but he asked
Kansas State University to prepare a matching grant proposal to be considered
at the next meeting of the Investment Committee.
MOTION: Dr. Smilor moved that the charters of the Audit Committee,
Executive Committee, and Investment Committee, as amended and
proposed in the Board materials, be approved. Ms. Lawrence seconded
the motion, which was unanimously approved.
Nominating and Governance Committee: Mr. Sanford presented a report
regarding a joint meeting of the Nominating Committee and the Governance
Committee and noted that he was reporting on behalf of Mr. Glickman as Chair of
the Nominating Committee as well. The two committees had met to recommend
the combination of the two committees. Mr. Sanford noted that the Nominating
Committee was required by the KBA statute, but that its functions and the
functions of the Governance Committee should be combined to gain better
efficiency in dealing with governance matters. The combination will require an
approval of a new charter, which is presented to the Board in the Board
materials, as well as modifications to the KBA Bylaws, also contained in the
Board materials. The combination will allow the combined committee to
undertake the creation of a new compliance program for the Authority and to
coordinate the nominating process with identified needs for governance
capability. Mr. Sanford noted that both committees unanimously recommended
the modifications to the charter and Bylaws to create the combined committee.
MOTION: Mr. Sanford moved that the Board approve the revised charter
and KBA Bylaws amendment combining the Nominating and Governance
Committees of the Authority. Dr. Smilor seconded the motion, which was
unanimously approved.
Chairman Carlin noted that the members of the two committees would also be
combined with Mr. Sanford serving as Chair of the new committee and
Mr. Glickman serving as Vice-Chair. Chairman Carlin also stated that
Mr. Borgman would be assigned to the Investment Committee and to the Audit
Committee. It was agreed among the members of the Investment Committee that future
meetings would be held on the first Monday of each month at 3 p.m.
MOTION TO RECESS INTO EXECUTIVE SESSION: Dr. Smilor moved that the Board ofthe Kansas Bioscience Authority recess into executive session pursuant to
K.S.A. 75-4319(b)(2) to consult with the attorney for the Authority regarding
matters which would be deemed privileged in the attorney-client relationship.
The session will commence at 10:45 a.m. and continue for 45 minutes. The
Board will reconvene in open session at 11:30 a.m. in the Bliss Room of the
Eldridge Extended in Lawrence, Kansas. Included in the executive session will
be members of the Board, Jeff Ellis, legal counsel, and David Wax, representing Buck Consultants. The motion was seconded by Ms. Lawrence and unanimously approved.
E XIT FROM EXECUTIVE SESSION: On motion by Mr. Sanford, seconded byDr. Smilor, the Board returned to open session at 11:30 a.m. No action was taken.
M OTION TO RECESS INTO EXECUTIVE SESSION: Dr. Smilor moved that the Board of the Kansas Bioscience Authority again recess into executive session to continue its consultation with an attorney for the Authority regarding matters which wouldbe deemed privileged in the attorney-client relationship pursuant to the authorityof the previous executive session. This extended executive session willcommence at 11:32 a.m. and continue for 45 minutes. The Board will reconvenein open session at 12:17 p.m. in the Bliss Room. Included in the executivesession will be members of the Board and Jeff Ellis, legal counsel. The motion was seconded by Dr. Franz and unanimously approved.
E XIT FROM EXECUTIVE SESSION: On motion by Mr. Sanford and seconded byMs. Lawrence, the executive session adjourned at 12:17 p.m. No action was taken.
Adjournment: There being no further business
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