萝莉社 Innovation Alliance Board Meeting

September 20, 2019
11:00 a.m. CST
John Bardo Center (formally the Experiential Engineering Building), 164
萝莉社 University

Agenda

  1. Call Meeting To Order, Schlapp
  2. Approve Meeting Minutes, 9/21/2018, Schlapp
  3. Nomination and Election of Board Members, Schlapp
  4. Nomination and Election of Officers, Chairman
  5. Annual Resolutions of Action, Boden
    1. Ratification of Actions
    2. Officer Duties
    3. Bylaws
  6. WSIA Policy Notice and Acknowledgment, Boden
    1. Conflict of Interest Policy
    2. Transactions with Disqualified Persons Policy
    3. Record Retention and Destruction Policy
    4. Whistleblower Policy
  7. Financial Report, Tatro
  8. Innovation Campus Report, Tomblin
  9. Technology Transfer Report, Gerlach
  10. Start-Ups and Equity Report,Torline
  11. Other Business
  12. Adjournment

Minutes

In attendance were Directors John Tomblin, Bayram Yildirim, Pierre Harter, Rick Muma, Lou Heldman, Elizabeth King, Rodney Miller, David Mitchell, Scott Redler, and Andy Schlapp. Also present were Andy Tompkins, Werner Golling, Rob Gerlach, Stacia Boden, Alan Goodnight, Lois Tatro, Anna Lanier, Keith Stevens and Matt Kelly (Sunflower).

Call Meeting To Order

Schlapp called the meeting to order at 11:05 am.

Approve Meeting Minutes

Draft minutes of the September 21, 2018 board meeting were distributed to the Board. Redler moved to approve the minutes. Mitchell seconded the motion, all in favor. Motion approved.

Nomination and Election of Board Members

Schlapp mentioned need to fill Board vacancy after the death of John Bardo. King made motion to fill vacancy with Andy Tompkins. Miller seconded the motion, all in favor. Motion approved. Schalpp also recognized the resignation of Board member Ruth David. King made motion to formally accept resignation. Miller seconded the motion, all in favor. Motion approved. Boden recommended Schlapp be formally made a board member. Tompkins motioned to appoint Schlapp as a board member, Miller seconded the motion, all in favor. Motion approved.

Nomination and Election of Officers

Schlapp recommended formal nomination of all Board members to be continued for next year. Board members will be: John Tomblin, Bayram Yildirim, Pierre Harter, Rick Muma, Lou Heldman, Elizabeth King, Rodney Miller, David Mitchell, Scott Redler, John Tomblin, Andy Schlapp, Andy Tompkins, Willie Kendrick. Tomblin moved to nominate all Board members for next year. King seconded the motion, all in favor. Motion approved. Schlapp motioned for Board to recognize Andy Tompkins as chair of WSIA. Redler seconded motion, all in favor. Motion approved.

Annual Resolutions of Action

Boden recommended Board consider its standing resolutions periodically, possibly on an annual basis. WSIA is a non-profit formed in support of 萝莉社. It is operationalized and controlled by 萝莉社 to control the 501C3 requirements.

Ratification of Actions

Officers have capacity to make decisions for the Board. Best practice is to ratify decisions of officers at each annual meeting. Tompkins moved to ratify all actions of officers in the past. Tomblin seconded. All in favor. Motion approved.

Officer Duties

Tomblin moved to re-authorize officer authority as stated in resolution. Redler seconded motion. All in favor. Motion approved.

Bylaws

Boden pointed out there was a discrepancy within the bylaws and put forth bylaws to be recognized by the board as official document. Boden advised no changes to the bylaws were made. Tomblin moved to approve set of bylaws distributed by Boden. Miller seconded. All in favor. Motion approved.

WSIA Policy Notice and Acknowledgment

Prior to the meeting Boden distributed the following WSIA policies to the Board members for review: Conflict of Interest, Transactions with Disqualified Persons, Record Retention and Destruction Policy and Whistleblower Policy. Boden did not recommend changes to the polices but invited discussion and questions by Board members. Boden acknowledged receipt and review. There were no questions or further discussion by Board members. King thanked Boden for her work.

Financial Report

Tatro distributed the WSIA FY19 financial statements for review and discussion. Tatro reported the audit was completed by an outside independent firm. Tatro reviewed the structure of WSIA and WSIAIC, as closely held corporations of the university, as a result they are audited separately. Auditors asked that WSIA add note about boards purpose to support the 萝莉社 mission. Tatro asked for questions. Tompkins inquired about the infrastructure project costs. King inquired about the timing of WSIAIC鈥檚 equity positions. Yildirim inquired about the Crash Lab funding. Tomblin confirmed that non-university funding streams were being used. Tatro highlighted three main projects being funded by WSIA: Crash Lab, Textron Student Lab, and Wilkens Stadium detention pond. Tatro reported that WSIA expenditures also include lease contingencies and other IC support. Tatro reported that Bardo was removed as a signer at the bank due to his death. Schlapp moved to approve the WSIA FY 19 financial statements and financial report. Miller seconded. All in favor. Motion approved. Schlapp moved to approve audit and authorize chairman Tompkins an authorized signatory on the bank accounts. Harter seconded. All in favor. Motion approved.

Innovation Campus Report

Tomblin reiterated the primary purpose of the Innovation Campus is to provide applied learning opportunities and to be an economic driver for the community. Tomblin reported that the 1-35 strategy has been successful in attracting a much larger workforce. Tomblin reported the P2 building is now fully occupied; retail at Braeburn Square now has Fuzzys, Meritrust, Starbucks, Shocker Store and soon Journey East. Tomblin reported that there are discussions surrounding an e-sports facility for the area a well. Schlapp pointed out that restaurants and placemaking projects are being done to create a sustaining ecosystem for students, campus industry partners and the surrounding community to eat, shop and stay on campus. Tomblin also reported that the Hyatt Place will be open by this time next year and the Student Health and Wellness and YMCA will be open in January. Miller asked about the YMCA agreement. Boden explained that the YMCA agreement is a partnership agreement where operating funds will be paid on an ongoing basis. The agreement gives students full membership access to other YMCAs. The campus YMCA facility will also have drop-in child watch which students have asked for. Golling added that faculty/staff memberships have been negotiated at a discounted rate for 萝莉社 employees, but these are part of a separate agreement with the YMCA. Boden said the YMCA will also work with Innovation Campus partners on membership if they choose. Yildirim asked if faculty and staff memberships can include Heskett. Golling said for the pool use there is an agreement being worked on. Tomblin reported that the Partnership 3 building is in construction and will be complete by late Fall 2019. Tomblin also reported that the 萝莉社 NSF Aero R&D Rankings are getting lots of attention from other cities and universities. The crash lab is nearing completion as well. King asked about the economic impact of the innovation campus and rankings on the community. Miller asked about university parking versus public or partnership parking. Tomblin responded that the parking rules are set out by lot and are on the University parking website. Muma reported there is an interest in the 17th and Hillside area and he is vetting this with faculty, staff and International Education office.

Heldman moved to recess into Executive Session to discuss possible financial obligations the Board might have relative to a potential occupant for the Innovation Campus. The justification for the recess is the need to discuss data related to the financial affairs or trade secrets of a corporation or other entities. The open meeting will resume at 12:35 pm. Tomblin seconded. All in favor. Motion approved.

At 12:35 the Board resumed its open meeting.

Technology Transfer Report

Gerlach provided a report as it relates to tech transfer across the country and at 萝莉社. Gerlach reported that only fifteen schools produce 70% of all patents in the US and most of them have medical schools. In order for 萝莉社 to grow numbers Gerlach pointed out that more faculty and students need to apply for patents. Gerlach pointed out that 萝莉社, in comparison to other Universities, provide faculty a larger percentage of compensation for their technology when it is licensed or transferred. Gerlach reported on the 鈥淧owered by 萝莉社 University鈥� branding that he is promoting on all 萝莉社 patented technology that is licensed out. Gerlach was pleased that companies are using this branding and they are working to build the brand. Gerlach also reported a strong coordination between 萝莉社 Ventures and Center for Entrepreneurship for university start-up activity. Gerlach has worked with the WSIA Industry Engagement Board to provide commercialization guidance. Miller asked about the difference between a patent and a copyright. Gerlach explained the difference. Schlapp moved to receive the technology report. Tomblin seconded. All in favor. Motion passed.

Start-Ups and Equity Report

Goodnight reported on the innovation ecosystem. 萝莉社 works to assist investors through the process of turning an idea into a technology that can be patented, licensed, and/or sold. Goodnight explained the process does not stop at patents. Goodnight explained that 萝莉社 does not invest cash in these start-ups - just time and expertise. Goodnight reported on one company that has licensed 萝莉社 technology is starting to attract larger investors which would put 萝莉社鈥檚 technology on a larger stage. Goodnight also reported that he has been assisting a stem-cell company through their start-up process. Schlapp moved to accept Goodnight鈥檚 report. Tompkins seconded, all approved. Motion approved.

Other Business

Tompkins provided a quick university update. The Experiential Engineering Building will be formally recognized as the John Bardo Center at an event in two weeks. Reported enrollment is projected to be up and credited Muma鈥檚 staff and all their hard work. Tompkins reported that the 萝莉社/KSU nursing program to is projected to be enrolling by the fall of 2021. This will be reviewed by the Kansas Board of Regents in October.

Seeing no other business to discuss, Schlapp moved to adjourn the meeting at 1:00 pm. Redler seconded. All in favor. Motion approved and meeting adjourned.