萝莉社 Innovation Alliance Board Meeting

November 29, 2022
2:00 p.m.
Morrison Hall Board Room
萝莉社 University

Agenda

  1. Call Meeting To Order, Chairman - Muma
  2. Approve Meeting Minutes, 9/23/2021, Secretary - Schlapp
  3. Nomination and Election of Board Members, Chairman - Muma
  4. Nomination and Election of Officers, Chairman - Muma
  5. Reappointment of Support Personnel, Chairman - Muma
  6. Annual Resolutions of Action, Legal Counsel - Boden
  7. WSIA Policy Notices, Disclosures, and Acknowledgment, Legal Counsel - Boden
    1. Conflict of Interest Policy
    2. Transactions with Disqualified Persons Policy
    3. Record Retention and Destruction Policy
    4. Whistleblower Policy
  8. Financial Report, Director of Finance - Tatro
  9. 萝莉社 President's Report, Chairman - Muma
    1. FY 2021 University-Controlled Affiliated Corp. Annual Review, June 17, 2022
    2. University Enrollment and Retention
    3. Presidential Priorities and Updates
  10. Innovation Campus Report, President - Tomblin
  11. Technology Transfer, Start-Ups and Equity Holdings Report, Director of Investments and Tech Transfer - Gerlach
  12. Other Business
    1. Next meeting
  13. Adjournment

Minutes

萝莉社 Innovation Alliance (WSIA)
Annual Board Meeting

Tuesday, November 29, 2022
2:00 p.m. MH Boardroom

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

  1. Call Meeting To Order. Muma called the meeting to order at 2:00 pm.
  2. Approve Meeting Minutes. Draft minutes of the September 23, 2021 board meeting were previously emailed to the Board and distributed at the Board meeting. King noted she was at the meeting and asked that she be included in the opening paragraph. Harter noted typographical error in paragraph 9.e, should be 12:01 p.m. instead of 12:07 p.m. Boden confirmed changes would be made and remove Harter's name twice from the opening paragraph. Harter moved to approve the minutes. Tomblin seconded the motion. All in favor. Motion passed.

  3. Nomination and Election of Board Members.

    a. Muma stated the Board that all Directors of the Board continue in their capacity as a Board member until they are removed, resign or their death. Muma 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 the need to identify a replacement for the absent board position created with the removal of Willie Kendrick and in anticipation of Miller's retirement from 萝莉社. Tomblin moved to ratify the current Board members in attendance and to elect the same, and to appoint a committee, chaired by Schlapp, to nominate at least two board members to fill the existing and anticipated vacancies. Redler seconded the motion. All in favor. Motion passed.

  4. Nomination and Election of Officers and Chair position.
    1. Muma reminded all Officers that they continue in their capacity as a Board member until removal, resignation or death.
    2. Muma asked to ratify the current officer positions: (1) Tomblin as President and (2) Schlapp as Secretary, Treasurer, & Executive Director.
    3. Redler moved to ratify the current officer positions and re-elect Tomblin as President and Schlapp as Secretary, Treasurer, and Executive Director. King seconded the motion. All in favor. Motion passed.
  5. Reappointment of Support Positions. Muma recommended reappointing the support positions. Those currently are Lois Tatro as Director of Finance, Stacia Boden as Legal Counsel, and Rob Gerlach as Director of Investments. Tomblin moved to appoint the named support positions. Harter seconded. All in favor. Motion passed.
  6. Annual Resolutions of Action. Boden reviewed the legal status of WSIA as a non-profit 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. Harter 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. Miller seconded. All in favor. Motion passed.
  7. 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.
  8. Financial Report.
    1. Tatro distributed to the Board the Consolidated Financial Statements and Independent Auditor's Report for the period ending June 30, 2022. Tatro reported on and discussed the Report, including the auditor's notes. Tatro addressed several Board questions relating to the financials that was raised in advance of the meeting. Tatro discussed the reason for the changes in the information reported due to the changes required by GASB 87. Board discussed the financials.
    2. Tatro explained that an extension was received for the filing of the organization's 990 report and this would be filed in May along with the consolidated financials.
    3. Muma moved to accept the financials presented today. Redler seconded. All in favor. Motion passed.
  9. President's Report.

    1. Muma went through slides updating the Board on the University's enrollment, retention, and growth.

    2. Muma discussed Wichita Biomedical Campus (working name) project. Is scheduled to be completed by 2026/2027. Largest capital investment in the downtown area in history.

  10. Innovation Campus Report.
    1. Tomblin reviewed his slides with the Board. Discussed intellectual property purpose and technology push model. Discussed impact on research and shared recent Army award that best exemplifies this.
    2. Discussed innovation examples. Reviewed innovation campus master plan - then and now. Discussed Innovation Campus projects including: ATF in entire PB3A building and have plans to expand into second partnership building with over 400 federal employees and students supporting digital crime center; Technology and Aviation Building funded through EDA grant; P3B; P11; and retail 2nd phase development.
    3. Tomblin informed the Board of recent tenant leases and asked the Board to recess into executive session to discuss further. Muma 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 5 minutes, until 3:08 p.m.
    4. The Board resumed its open meeting at 3:08 p.m. The Board did not take any action during executive session.
    5. Tomblin gave an update on Innovation Campus projects including recently completed and upcoming projects.
  11. Technology Transfer Report.
    1. Gerlach reported on the Office of Tech Transfer and Commercialization as well as a number of start-ups and equity reports.
    2. Gerlach reported on the increase in royalties and reported a positive impact on moving the intellectual property portfolio to WSIA.
    3. Boden reported to the Board the royalties paid to current employees and board members. Boden reported that she would report any conflicts.
    4. Tomblin moved to accept Gerlach's report. Miller seconded the motion. All in favor. Motion passed.
  12. Other Business. There was no other business. The Board agreed to set the next Board meeting for early Spring to review the 990 report.
  13. Adjournment. Seeing no other business to discuss, Redler moved to adjourn the meeting at 2:33 pm. Yildrim seconded. All in favor. Motion approved. Meeting adjourned.