萝莉社 Innovation Alliance Board Meeting

September 24, 2020
11:00 am
Meeting via Zoom
萝莉社 University

Agenda

  1. Call Meeting To Order, Schlapp
  2. Approve Meeting Minutes, 9/20/2019, Schlapp
  3. Nomination and Election of Board Members, Schlapp
  4. Nomination and Election of Officers, Chairman
  5. Reappointment of Support Positions, Boden
  6. Annual Resolutions of Action, Boden
    1. Ratification of Actions
  7. WSIA Policy Notice and Acknowledgment, Boden
    1. Amend Conflict of Interest Policy
    2. Transactions with Disqualified Persons Policy
    3. Record Retention and Destruction Policy
    4. Whistleblower Policy
  8. Financial Report, Tatro
  9. Innovation Campus
    1. Consultant Report Overview, Golden and Boden
    2. Project Updates, Tomblin
  10. Technology Transfer Report, Gerlach
  11. Start-Ups and Equity Report, Torline
  12. Other Business
  13. Adjournment

Minutes

In attendance were Directors Jay Golden, John Tomblin, Bayram Yildirim, Pierre Harter, Rick Muma, Rodney Miller, and Andy Schlapp. Also present were Rob Gerlach, Stacia Boden, Mark Torline, Jeremy Patterson, Tonya Witherspoon, Lois Tatro, Darin Kater, and Anna Clark.

Call Meeting To Order

Schlapp called the meeting to order at 11:02 am.

Approve Meeting Minutes

Draft minutes of the September 20, 2019 board meeting were previously emailed to the Board. Harder moved to approve the minutes. Tomblin seconded the motion. All in favor. Motion passed.

Nomination and Election of Board Members

Dr. Tompkins was previously elected to the Board to replace the seat held by the President of the University. With Dr. Tompkins resignation from the University, Schlapp recommends we accept Dr. Tompkins' resignation and appoint Dr. Golden to the Board to fill the vacancy. Motion made by Miller. Yildirim seconded the motion. All in favor. Motion passed.

We received two resignations from the Board: Lou Heldman and David Mitchell. At this time, we do not have a nomination to fill these seats. Boden confirmed that WSIA currently allows for a max of 12 and minimum of 5 board members. Schlapp recommends that if the Board would like to fill these seats, he and Boden form a subcommittee to bring suggestions to the Board.

Miller moved to allow Boden and Schlapp to form a subcommittee with recommendations from the Chair to suggest two additional board members. Yildirim seconded the motion. All in favor. Motion passed.

Election of Remaining Board Members. All Directors of the Board continue in their capacity as a Board member until they are removed, resign or their death. Would ask the Board to ratify the current Board members by electing each of the Board members for another term: (1) Willie Kendrick, (2) Elizabeth King, (3) Rodney Miller, (4) Scott Redler, (5) John Tomblin, (6) Rick Muma, (7) Andy Schlapp, and (8) Bayram Yildirim. Harter will no longer serve as the Board of Trustees representative, but Harter will remain a board member until removed or resignation consistent with the bylaws.

Motion by Yildirim to ratify these members. Tomblin seconded the motion. All in favor. Motion passed.

Nomination and Election of Officers and Chair position

Schalpp reminded all Officers that they continue in their capacity as a Board member until removal, resignation or death. Currently the Chair position is vacant and it is filled by the member. The sole member is 萝莉社.

Motion by Tomblin to nominate Golden for the Chair position. Miller seconded the motion. All in favor. Motion passed.

Golden moved to appoint the remaining officer positions. Currently, the Officer positions are held by: John Tomblin as President and Andy Schlapp as Secretary, Treasurer & Executive Director.

Motion by Yildirim to ratify the existing Officer positions. Seconded by Harter. All in favor. Motion passed.

Reappointment of Support Positions

Schlapp recommends reappointing the support positions. Those currently are Lois Tatro as Director of Finance and Stacia Boden as Legal Counsel. Schlapp also recommends the Director of Investments position be filled by Mark Torline as Executive Director of WSIA鈥怚C.

Tomblin moved to (re)appoint these positions. Yildirim seconded. All in favor. Motion passed.

Annual Resolutions of Action

WSIA is a non鈥恜rofit Type I supporting organization. Formed solely for the purpose of conducting supporting activities of the University and the majority of the board and/or officers are controlled by 萝莉社 through election or appointment. This structure is similar to a parent subsidiary relationship. As has been previously authorized by the Board, Boden reviewed the Officer authority and proposed officer resolution.

Muma motioned to ratify, approve and confirm all actions undertaken and performed by the Officers on behalf of the Corporation. Yildirim seconded. All in favor. Motion passed.

WSIA Policy Notice and Acknowledgment

As discussed last year, the WSIA Board policies will be distributed to the Board annually. Prior to the meeting Boden distributed the following WSIA policies for review: Conflict of Interest, Transactions with Disqualified Persons, Record Retention and Destruction Policy and Whistleblower Policy. Boden requested disclosure of any conflicts that have not been previously disclosed. Board members acknowledged conflict disclosures did not change from prior year. Boden asked that any updated conflict disclosures be sent to her.

Boden recommended the Board revise the Conflict of Interest policy to be consistent with recommendations made earlier this year by the outside financial auditors, BKD. As part of their annual review, BKD noted that currently the policy requires a conflict to be disclosed if there is one person with a greater than 35% ownership in an organization, including two people with a 10% ownership in the same business or investment equity, or business transaction involving value in excess of $10,000. BKD recommended that those benchmarks be reduced to significant financial or managerial interests defined as holdings greater than $5,000 or 5%. In addition, BKD recommended that this policy be made applicable to employees (currently only applicable to Directors and Officers).

Schlapp made a motion to amend the Conflict of Interest policy as sent in the redline version. Tomblin seconded. All in favor. Motion passed.

Financial Report

Tatro reported on and went through the financial statements. Tatro reported no significant changes from FY 19/20. Innovation campus funds were primarily used for innovation campus development. Tatro discussed the variance in cash year over year about $1 million. Very little difference in operating expenses and revenue from last year. Tatro discussed the transfer of net assets to WSIA to 萝莉社 related to capital improvements on the innovation campus, including the Wilkins detention pond, sewer repair, parking, and signage. Tatro reviewed each of the notes in the statements. Tatro advised that WSIA filed its annual For鈥怭rofit Annual Report with the Kansas Secretary of State, and the 990 and 1120's were also filed prior to the tax deadline.

Motion made by Tomblin to accept the financials presented today. Yildirim seconded. All in favor. Motion passed.

Innovation Campus Report

Tomblin gave an update on Innovation Campus projects including recently completed projects: Steve Clark YMCA and Student Wellness Center, the Wilkins detention pond, the Hyatt Place Hotel, the Jerry Moran Center (formally AVET). Partnership Building 3 is complete and is the temporary home of NetApp while they are completing their new building. NetApp has not moved into this building yet due to COVID but they anticipate to move in around July of 2021. Partnership Building 7 broke ground the first quarter of this year. This will be the home of the Smart Factor of Deloitte and has room for another 6 partners. It has a 3rd floor, green roof and solar panels. This building is scheduled to be open in the summer

/ fall of 2021 and is being designed to be a net zero energy building. Partnership Building 4 will be the permanent home of NetApp and is currently under construction. NetApp has plans to occupy the space in January, 2022. Woolsey Hall is also upcoming and will be located south of the YMCA. Board discussed size and funding for projects. Golden reported on efforts related to signage and marketing.

Technology Transfer Report

Gerlach reported on the Office of Tech Transfer and Commercialization. Key Takeaways: in 2020 invention disclosures are trending upwards. We had 47 disclosures last year and are bringing in a new software platform to manage these disclosures (萝莉社 Innovator Portal) which will allow faculty and staff to submit invention disclosures online. Licensing revenues have been trending upwards, but these revenues will need to continue to grow. Gerlach discussed two examples of a commercialization agreements this past year with Lightening Diversion Systems and CoCrystal Pharma. These are inter鈥恑nstitutional agreements with other Universities.

Start鈥怳ps and Equity Report

Torline reported on the current WSIA鈥怚C equity stakes. Torline reviewed three examples of: Arquos, Molon Labe, Lawn Buddy. Commented on the strong coordination between the Center for Entrepreneurship, Innovation and New Ventures and Tech Transfer and Commercialization. Torline reported 44 startups since 2017 and raised over $5.6 million in capital formation from local and regional investor community. Torline estimated that those start鈥恥ps have produced about 75 jobs locally in the community.

Other Business

Golden reported on the status of the consultant reviewing P3s and the Innovation Campus for recommendations on continued success and opportunities, and anticipated a report would be forthcoming in early 2021.

Adjournment

Seeing no other business to discuss, Tomblin moved to adjourn the meeting at 12:05 pm. Yildirim seconded. All in favor. Motion approved. Meeting adjourned.