萝莉社 Innovation Alliance Board Meeting

September 23, 2021
11:30am
Morrison Hall Board Room
萝莉社 University

Agenda

  1. Call Meeting To Order, Schlapp
  2. Approve Meeting Minutes, 9/24/2020, Schlapp
  3. Nomination and Election of Board Members, Schlapp
  4. Nomination and Election of Officers, Chairman
  5. Reappointment of Support Personnel, Chairman
  6. Annual Resolutions of Action, Boden
  7. WSIA Policy Notices, Disclosures, and Acknowledgment, Boden
    • Conflict of Interest Policy
    • Transactions with Disqualified Persons Policy
    • Record Retention and Destruction Policy
    • Whistleblower Policy
  8. Financial Report, Tatro
  9. 萝莉社 President鈥檚 Report
  10. Innovation Campus Report, Tomblin
  11. Technology Transfer, Start-Ups and Equity Holdings Report, Gerlach
  12. Other Business
  13. Adjournment

Minutes (DRAFT)

In attendance were Directors John Tomblin, Bayram Yildirim, Pierre Harter, Rick Muma, Rodney Miller, Pierre Harter, and Andy Schlapp. Absent were Directors Scott Ridler and Willie Kendrick. Also present were Rob Gerlach, Stacia Boden, Lois Tatro, and Zach Gearhart.

Call Meeting To Order

Schlapp called the meeting to order at 11:30 am.

Approve Meeting Minutes

Draft minutes of the September 24, 2020 board meeting were previously emailed to the Board. Yildirim moved to approve the minutes. Tomblin seconded the motion. King abstained. All in favor. Motion passed.

Nomination and Election of Board Members

  1. Dr. Golden was previously elected to the Board to replace the seat held by the President of the University. Dr. Golden resigned from the Board on September 28, 2020.
  2. Schlapp reminded the Board that all Directors of the Board continue in their capacity as a Board member until they are removed, resign or their death. Schlapp asked the Board to ratify the current Board members who are in attendance at today's meeting by electing each of the Board members for another term: (1) Elizabeth King, (2) Rodney Miller, (3) Scott Redler, (4) John Tomblin, (5) Rick Muma, (6) Pierre Harter, (7) Andy Schlapp, and (8) Bayram Yildrim. The Board also discussed Willie Kendrick's role on the Board and staff's inability to make contact with Mr. Kendrick. Yildrim moved to ratify board members and remove Kendrick from the Director position on the Board. Harter seconded the motion. All in favor. Motion passed.

Nomination and Election of Officers and Chair position

  1. 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. King moved to nominate Muma for the Chair position. Tomblin seconded the motion. All in favor. Motion passed.
  2. Schlapp asked to ratify the current officer positions: (1) Tomblin as President and (2) Schlapp as Secretary, Treasurer, & Executive Director.

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 Rob Gerlach as Executive Director of Tech Transfer and Commercialization. Tomblin moved to appoint the named support positions. Harter seconded. All in favor. Motion passed.

Annual Resolutions of Action

Boden reviewed the legal status of WSIA as 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. Miller moved to ratify, approve, and confirm all actions undertaken and performed by the Officers on behalf of the Corporation prior to and through the date of today's meeting. King seconded. All in favor. Motion passed.

WSIA Policy Notice and Acknowledgment

Boden confirmed that the WSIA Board policies are distributed to the Board annually, and have been distributed to the Board prior to the meeting, including: Conflict of Interest Policy; Transactions with Disqualified Persons Policy; Record Retention and Destruction Policy; and Whistleblower Policy. Boden discussed requirement for policies. No discussion or questions by Board relating to the policies. Boden requested disclosure of any conflicts be provided to Boden by end of week and those would be shared with the Board.

Financial Report

Tatro distributed to the Board the Consolidated Financial Statements and Independent Auditor's Report for the period ending June 30, 2021. Tatro reported on and discussed the Report, including the auditor's notes. Board discussed the financials. Tomblin moved to accept the financials presented today. Schlapp seconded. All in favor. Motion passed.

President's Report

  1. Muma kicked off discussion asking for updates on NIRDT, potential federal grant through the criminal justice program, and Wonder School.
  2. Boden provided update on building and ground leases with Wonder, Inc. ("Wonder"). Wonder is currently located on campus in the former print shop but intends to move forward with expansion and development of a permanent school. Through discussions with WSIA, Wonder agreed to develop off campus and release its ground lease rights but needed to ensure it was able to keep its school operational during the development. So in exchange for the release of its ground lease rights, Wonder was provided additional options to extend its current building lease through 2025. The last two years of the lease extension has a contingency of active off鈥恠ite development.
  3. Tomblin referred to his presentation for the NIRDT update.
  4. Muma informed the Board of an opportunity involving a grant proposal made by the College of Criminal Justice and asked the Board to recess into executive session to discuss further. Schlapp moved to recess into executive session to discuss possible tenancy on the Innovation Campus, the justification for the recess is the need for preliminary discussion of the acquisition of real property and to seek legal advice from legal counsel. Schlapp invited Boden, Gerlach and Tatro to attend executive session. Schlapp further moved to recess for approximately 10 minutes, until 12:01 p.m.
  5. The Board resumed its open meeting at 12:07 p.m. and Harter moved to recess to executive session for an additional nine minutes, until 12:10 p.m. Yilidrim seconded the motion. Motion passed.
  6. The Board resumed its open meeting at 12:10 p.m. The Board did not take any action during executive session.

Innovation Campus Report

Tomblin gave an update on Innovation Campus projects including recently completed and upcoming projects: 17th Street and Oliver University signage that will become landmark for the University; Partnership Building 7 and Deloitte Smart Factory; sustainability efforts and investments on the Innovation Campus; Partnership Building 4 where NetApp will be located - estimated completion date of December, 2021; the Promise Bridge adjacent to Woolsey Hall; and NIRDT. Board discussed projects, asking questions relating to various aspects, including completion and positive University impacts. Yilidrim inquired about e鈥恠ports. Tomblin gave update on impact on the e鈥恠ports industry due to COVID and retail development.

Technology Transfer Report

  1. Gerlach reported on the Office of Tech Transfer and Commercialization as well as a number of start鈥恥ps and equity reports.
  2. Gerlach reported that technology disclosures are increasing, as are the number of license agreements, royalty payments, and commercialization efforts. Gerlach recommended to the Board that, given this growth and projected needs, the Board proceed with finalizing the organization's legal documents to shift the ownership, management, and licenses of the Unviersty's intellectual property to WSIA under a Master License and Sharing Agreement between 萝莉社 and WSIA.
  3. This agreement is the next step to implementing the original vision of WSIA reflected in the organization's original tax and corporate filings to be the University's IP library and license University technology. This would include an assignment of all 萝莉社 IP (subject to third party restrictions), annual review of commercialization of IP by 萝莉社 Executive Director of Tech Transfer and Commercialization at the University, and 25% to support TTC will remain within WSIA at this time. Agreement is consistent with Board and University policy.
  4. King moved to approve the agreement between 萝莉社 and WSIA to assign all intellectual property resulting from University Research from the University to WSIA, to include currently鈥恏eld University intellectual property subject to any third party restrictions, and to execute future licensing agreement for University IP between WSIA and third party licensees. Miller seconded the motion. All in favor. Motion passed.
  5. Tomblin moved to accept Gerlach's report. Miller seconded the motion. All in favor. Motion passed.

Other Business

There was no other business.

Adjournment

Seeing no other business to discuss, Tomblin moved to adjourn the meeting at 12:55 pm. Yildrim seconded. All in favor. Motion approved. Meeting adjourned.