Marine Biological Laboratory

Dr. John Dowling, President of the Corporation, welcomed everyone to the 115th MBL CORPORATION MEETING.

Dr. Dowling explained that the meeting would run a little bit differently this year in anticipation of the Bylaw changes that they will be considering later in the meeting. He said that the Bylaw changes were suggested and put forward by the Governance Committee of the Strategic Plan, co-chaired by George Logan and Bob Palazzo, and later in the meeting those parts of the Bylaw changes will be voted on for ratification. He called upon former Chairman of the Board Dr. Sheldon Segal and a member of the Governance Committee.

Dr. Segal explained the changes, due to recommendations from the Governance Committee of the Strategic Plan, noting that the President of the Corporation, John Dowling, will preside over the Annual Meeting in the future.

Quorum Declaration
Dr. Dowling postponed declaring a quorum until later in the meeting when a vote is required. He thanked Dr. Segal and called the meeting to order.

Minutes of August 8, 2002
Dr. Dowling introduced Thomas Crane, the Clerk of the Corporation, to present the minutes of last year’s meeting for approval by the Corporation.

A motion was made and seconded to approve the minutes. The minutes were approved.

Report on Membership
The Clerk reported on the Corporation membership:

Regular Members	534
Life Members	96
Total Membership	630

In Memoriam
There was a moment of silence in memory of the following Corporation members and an MBL employee who passed away in 2003 and for whom the Marine Biological Laboratory gratefully acknowledges their service and support.

Harold Ginsberg	R. Walter Schlesinger	Susie Steinbach
Francis C.G. Hoskin	John R. Shaver	Jane Lazarow Stetten
Franklin M. Loew	Grover C. Stephens
John Roslansky	J.P. Trinkaus
Lionel I. Rebhun	Barry Pratt

Report from the Director
Dr. William T. Speck, Director & CEO, reported on the activities that have taken place during the past year at the MBL. He noted the completion of the Strategic Planning process last year and this year early on through a new and improved website, they have reported on aspects of the Strategic Plan to various constituencies.
Global Infectious Disease Program:
Dr. Speck reported that due to the generous gift from the Ellison Foundation, the Global Infectious Disease Program in the Bay Paul Center has been established, and they have recruited Dr. Steven Hajduk from the University of Alabama as the Director of the Program, and he has recruited two additional scientists, Andrew McArthur who was a Postdoc in the laboratory of Mitch Sogin and Robert Sabatini, a young faculty member from the University of Alabama.
Director of External Affairs
Dr. Speck reported that Carol Pooser has been identified as the new Director of External Affairs, noting that Ms. Pooser comes to the MBL from the University of Florida in Gainesville where she was the Chief Developmental Officer at the Medical School.
Facilities/Construction
Dr. Speck reported that laboratory renovations in the Crane Wing in the Lillie Building, which is the site of the new Global Infectious Disease Program, have been completed. Modernizing and upgrading of the cottages is continuing, and six cottages on Devil’s Lane were winterized this year and five additional cottages were renovated. He said that the plan is to continue to renovate five to six cottages per year.
He also reported that the MBL Club was winterized in order to allow its use during the shoulder seasons in the spring and the fall, and the Loeb Building’s seawater chiller was replaced.
He said that a process of access control in several of the buildings at the MBL has been established because of security concerns.
Dr. Speck pointed out that two important land purchases have taken place over the last year: The purchase of Marshview Farm, which is a five acre farm in Newbury Massachusetts, which is the research site for the LTER involving Plum Island Sound. The group from the Environmental Science Program has converted the farm into a field station and continues to do their research at Plum Island Sound.
He said that in addition to that, they are about to complete the final purchase agreement in the Industrial Park, the Acusonics Building, which is an eight acre plot with a fairly large complex of buildings which will be used for storage and swing space as various renovation/reconstruction projects begin.
Strategic Planning Process
Dr. Speck noted several initiatives that have also come out of this Strategic Planning process:

A Memorandum of Understanding with Brown University has been signed to develop a joint undergraduate program which will involve several of our year round scientists. Students will begin applying for the program in the fall, and the first students might be on campus as early as next year. The two campus programs here that will be participating initially will be the Environmental Science Program and the Bay Paul Center. Similarly, we have begin discussions with Boston University, talking about our relationship with BUMP, but in addition, other kinds of relationships that may develop, very much like the Brown University program where we have an integrated relationship between the University and the MBL.
In keeping with the Strategic Plan, the Whitman Center has been established, which joins the Bay Paul Center and the Environmental Science Center as the three major science centers at the Marine Biological Laboratory. Dr. Robert Goldman was recruited as Interim Director of the Whitman Center. He has begun the process of working with a group of summer investigators regarding the Whitman renovation project, and they hope to renovate and expand the Whitman building within the next several years. Similarly, they have been working on the MBL site plan, which is really assessing all of the space in all of the buildings, both on and off campus, to determine what needs to be renovated and upgraded.
Jerry Melillo is chairing a search committee looking for the Chief Academic and Scientific Officer of the Marine Biological Laboratory.
With the Grass Foundation, a neuroscience program has been established to coordinate all of the summer neuroscience activities on the campus, and a proposal for formulating a Center for Cellular Dynamics is in the final stages.

Summer Research
Dr. Speck reported that this year there are 142 summer investigators, which compares to 129 summer investigators in 2002. There are 155 applications for summer investigators this year, compared to 132 applicants last year. He noted that the number of summer scientists applying to the MBL and coming to the MBL continues to increase, and they were able to bring on 142 summer investigators without turning anyone away. He also noted that this relates to the fact that many of the summer investigators chose to spend some time in year round laboratories.
Fellowships
He also reported that the summer fellowships have almost doubled. There were 29 fellows in 2003 and 23 fellows in 2002, and $450,000 in summer fellowship funds has been identified compared to $225,000 in 2002, and the idea of increasing fellowship support, making more and more money available for summer scientists continues to prosper and thrive.
Education
Dr. Speck said he has received very favorable reports about the summer educational courses. He noted that they were worried about SARS and the impact it would have on some of the students coming from Canada and Asia, and they were also worried about the visa issues, but they did not experience a problem with SARS and there was only one visa problem.
He reported that there are 19 courses this summer, 6 summer courses, 13 special topic courses, 477 students, 440 faculty, 170 lectures and 172 investigators.

Dr. Speck finished by saying that the Laboratory is in good shape, and it’s been a good year. He said the MBL continues to grow and expand and continues to attract very good students, and outstanding summer scientists.

Report of the Board of Trustees
Dr. Dowling thanked Dr. Speck and introduced Mr. Al Zeien, Chairman of the Board of Trustees.

Mr. Zeien reported that the Board of Trustees has extended Dr. Speck’s contract as Director and CEO for an additional two years until July 1, 2006, and they are very pleased that he will be staying on for another couple of years.

He then spoke about the Strategic Plan and the concentration by the Trustees on the Plan. He said this has given the Trustees and administration a forward view of five years in detail and longer than that in less detail. He said they have looked at facility needs well into the future, and it has had a significant effect on their financial thinking, and what funds will be needed from various sources over that period of time. He said that with the help of the consultants they have a very concrete document.

Mr. Zeien asked George Logan, Vice Chair of the Board of Trustees, to report on the Governance part of the Plan.

Mr. Logan reported that many hours were put into the Strategic Planning process with the assistance and very gentle guidance of McKinsey and Company from Boston, and he said that it was a fascinating process. He noted that they also redefined the mission statement, and the intent of the goal over time is to make a disproportionate impact on science and on humanity and the welfare of the citizens. He noted that the affection for this Institution, the devotion and time that people spent who were involved in this process was enormously impressive to me and very rewarding. So, for all of those who engaged in the process, they have my thanks and the thanks of all of the Trustees.

Dr. Dowling noted that the hard work and enthusiasm of the Board of Trustees has been very gratifying and their enthusiasm will make a huge difference as they move forward into the new fundraising campaign. He also pointed out the new Annual Report noting that there has been a tremendous improvement in the format, which was initiated by Dr. Speck and carried out by Pam Clapp Hinkle and her staff. He said they would be seeing even greater improvements in future years.

Report of the Science Council
Robert Palazzo, Chair of the Science Council, thanked the members of the Science Council who have worked very hard in the past year on the Strategic Planning process, the Governance issues, the establishment of the Whitman Center, and the review of policies for appointment and promotion for science positions. The members of the Science Council are: Chuck Hopkinson, Paul De Weer, Peter Smith, Leah Haimo, Peter Armstrong, Janice Weeks, Jelle Atema, Scott Fraser, Steve Hajduk.

Dr. Palazzo pointed out that Science Council meets five times each year, and the Chair of the Council is also an ex-officio voting member of the Board of Trustees and meets with that board four times a year.

The report of the Science Council outlining their duties and accomplishments during the past year is attached to these minutes. (Please click this link to download the Science Council Report in PDF format.)

Dr. Palazzo commented on the responsibilities of the Board of Trustees including their fundraising activities and the decision of the Governance Committee to expand the Board to 30. He also noted the participation of the Chair of the Science Council at board meetings, and his opinion on scientific matters is always sought and listened to. He also commented on the concern about scientific trustees on the board and whether there is proper scientific representation on the board. He said there are at least six corporate trustees on the board, most of which have been nominees of the Science Council. In addition, there are other scientists who have turned to entrepreneurial activities with some success. He said he would put the actual number of board scientists and scientific voice on the board at 9 or 10. He said they have to maintain vigilance in terms of scientific voice and education with the Board of Trustees, but he believes that this board is seriously interested in making a significant impact on the history of this institution, and with proper communication and education they are at a pivot point and in the next five years can make a significant impact on this institution. He encouraged cooperation in the interest of the institution.

A member of the Corporation asked Dr. Palazzo about ‘Clusters’.

Dr. Palazzo explained that clusters are basically informal self-assembled scientific groups that have common interests, and the clam group was one of the initial clusters for those who were working on this particular organism. Most of these people happen to be focused on issues of cell replication fertility, and they formed a group asking for a contiguous space. He further explained that they put forward a proposal to the Director for a key infrastructure to pursue the science, which is the EST database, and with the Director’s assistance they were able to obtain a grant. He said that ‘centers’ are higher level structures, which are reviewed by Science Council and recommended to the Board of Trustees for approval. They have directors and a much longer term of space, finances, and the commitment of the Director and the board to pursue endowment funds for such a center.

Dr. Palazzo noted that an Institute for Neuroscience has been proposed by the Grass Foundation, and that it is under deliberation. He said that the Grass Foundation has contributed significantly to the MBL, and the Grass labs are a long-term tradition of this institution. He also said that there seems to be a growth to bring together the Neuroscience community under an umbrella, but that’s still very much in the metamorphosis and a discussion work in progress.

Dr. Dowling and the Corporation Members thanked Dr. Palazzo, who is stepping down, for guiding the Science Council as its Chair for the last two years.

Results of the Science Council Election
Dr. Dowling thanked Peter Armstrong and Barbara Ehrlich for counting the votes for Science Council.

Dr. Armstrong thanked the Nominations Committee who worked hard to prepare a slate of nominees. He also thanked all who agreed to stand for election, noting the large slate necessary due to terms coming to an end.

Dr. Armstrong announced the newly elected members of Science Council:
Susan Barry, representing Summer/Visiting Research; Kerry Bloom representing Education; Donald Faber representing Education; Tim Mitchison representing Summer/Visiting Research; Gaius Shaver representing Resident Research Centers/Programs; and Norman Wainwright representing Resident Research Centers/Programs.

Dr. Dowling congratulated the new members of Science Council and reminded them that there is a Science Council meeting to thank the outgoing members and welcome the incoming members in the Private Dining Room following this meeting.

Dr. Armstrong reported that there were 179 ballots received.

Report of the Treasurer, Mary Conrad
Mary Conrad reported that 2002 was a challenging year for all non-profits due to another down year in the Stock Market and the weak economy, but despite that the MBL performed very competitively, and she reported that they are on sound financial footing.

She reported on key aspects of the financial statements including the value of the MBL’s assets (i.e. buildings), where the money comes from and how it is spent and how the endowment is performing.

She noted that the MBL’s total assets as of yearend 2002 were 87.8 million dollars with the major part representing long-term investments which are the endowment, which was 42 million at year end and the plant, which includes anything tangible from the books in the library to the Starr Building. She noted that assets are off about 5% from their all time high this is a better picture, because the endowment is up to 45 million as of June, and our plant is valued historically, and that value has mushroomed in current years.

She reported that the MBL’s money is coming from research grants, conferences, which have improved, but the primary piece comes from government grants, which have continued to appreciate.

She pointed out that the major portion of the MBL’s expenses is for salaries, and this increase is due in large part to the addition of over two dozen scientists dedicated to aquaculture and the new Global Infectious Disease Program. Other subcategories include subcontracts (i.e. Sodexho food service), fringe benefits (i.e. retirement funds and health care), and this year there was a slight increase in expenses over revenues with the difference made up by the endowment. She noted that this is not an atypical experience for non-profits last year.

She reported on the value of the endowment over the past five years, which ended at 42.29 million last year. She assured the members that these are stellar results. She again said that as of June 30 the value was at 45 million, which is just short of 5% of its all time high. She said this is very encouraging in terms of the investment results.

She finished her report saying that she has had the privilege of serving as treasurer over the past six years, which has been very volatile in the market and the economy, but due to the financial team assembled by the trustees the MBL’s endowment and the assets are close to an all time high, so the MBL can continue on the road to discovery in the twenty-first century knowing they are on sound financial footing.

Ratification of Bylaw Changes
Dr. Dowling asked for a count of the dues paying active members of the Corporation, so the changes can be ratified.

Dr. Dowling declared a quorum of 100 present to ratify the Bylaw changes.

Article II - Members
Dr. Dowling asked Dr. Palazzo to introduce the changes. Dr. Palazzo reported that he and George Logan co-chaired the committee on Governance, which included 12 other members, including Tom Crane, Clerk of the Corporation and an Attorney, who brought them together for presentation to the members

Dr.Palazzo moved the acceptance to Article II of the Bylaws, which was seconded and opened for discussion.
The role of the Members would be revised as follows:

Trustees would no longer elect new Members of the Corporation. Instead this role would be assumed by the Members themselves based on nominations from the Science Council.
To be consistent with existing practice the Science Council would become a Corporation Committee advising the Director and informing the Board on all research and education matters, including scientific appointments, and the creation and review of Centers.
In addition, the role of the President of the Corporation would be strengthened in many ways to reflect his/her stature as the most senior scientific advisor to the Director. Among other changes, the President would oversee Corporation meetings. Finally, the number of Members required to be present to constitute a quorum would be reduced to 50.

Dr. Barlow brought forward modifications to Article II and Article IV regarding Science Council nominations for the Board of Trustees and membership on the Board of Trustees. He suggested that the Corporation not only nominate corporate trustees but elect corporate trustees. Tom Crane, Clerk of the Corporation, indicated that this would require two weeks notice to the Members, so he suggested that the vote be put off until next year.

Mr. Crane clarified that the Trustees are elected by the board. He said Dr. Barlow would be suggesting an amendment to the amendment. Mr. Crane suggested the following wording:
Article II-H: ‘The Science Council shall nominate a list of members of the Corporation for election as Corporate Trustees.’

Dr. Dowling asked for a motion to change the word ‘slate’ to ‘list’. The motion was seconded.

The word change was approved.

There was further discussion about the composition of the Board of Trustees, and nominations of corporate scientists by the Science Council for approval by the board.

Mr. Crane read the following:
Article II, Section H, Committees, Subsection (1) Science Council:
The Science Council shall select a list of members of the Corporation to recommend to the Nominating Committee for nomination for election as Corporate Trustees.
He noted changes in the last sentence: ‘The Board of Trustees shall provide policies for the composition, and (inserted) election and term of the members of the (inserted) Science Council and such other powers and duties as it deems appropriate, consistent with these Bylaws.’

Mr. Crane also noted:
Article IV-Board of Trustees
Section B. Composition, Election and Term, Subsection (1) The Board shall include up to thirty (30) Trustees elected by the Board. The Board shall consist of Corporate Trustees and Trustees-at-Large as defined in section IV.B(l) below, and such other Trustees as provided.

The above insertions shall be part of the amendment.

Dr. Dowling asked for a vote on the amendment to Article II. The amendment was approved.

There was further discussion about the Science Council as a committee. It is now a Corporation committee.

Dr. Clay Armstrong suggested that it should not be a committee.

It was suggested that it should be a Science Council of the Corporation. It was so moved, seconded and approved.

Dr. Dowling referred to Dr. Inoue’s letter, and Dr. Inoue said he was pleased to hear what the Science Council is doing and that the Trustees are taking the Science Council seriously, and Corporation Membership will be voted on by the Corporation. He also noted that he is pleased that the Science Council reviews and recommends the creation of centers. He pointed out the increase in members of the Board of Trustees to 30 without increasing the number of Scientist members of the Board. He suggested that a committee of the Board of Trustees attend Science Council meetings, and that the Science Council choose the Friday evening lecturers. He also suggested that the quorum for the Corporation meeting be maintained at 100 instead of reducing it to 50.

Dr. Dowling suggested that the Governance Committee of the Board of Trustees make a recommendation on the number of scientists on the board. He also said that Dr. Inoue’s suggestion for a Trustees committee to sit with the Science Council would be brought to the Board of Trustees, as well as putting more responsibility for Friday Evening Lectures with the Science Council.

Dr. Dowling called for a motion that a quorum for the Annual meeting of the Corporation be maintained at 100.

Dr. Inoue so moved, the motion was seconded and approved by the Members.

Dr. Dowling called for a vote on the modifications to Article II.

The modifications were voted and approved.

Reports from the Center Directors
Steve Hajduk, Director of the Global Infectious Disease Program in the Josephine Bay Paul Center; Chuck Hopkinson, Ecosystems Center; Bob Goldman, Interim Director of the Whitman Center.

The full text of the above reports is available in the Library.

Report from the MBL Associates President, Ruth Ann Laster
She reported that the Associates exist to help the MBL, and they reach out to the community, raise funds, volunteer and really humanize the MBL

Mrs. Laster noted the following accomplishments of the Associates:
They provided 4 fellowships to MBL Scientists, 1 scholarship for an SES student; they added $5,000,000 to their endowment for the library’s rare books fund and supplied volunteers for the Library’s projects.

She noted the success of the Falmouth Forum and noted their programs for the year including: Ted Sorenson, Nancy Hopkins, a few former Ambassadors, and Robert Levin, Professor of Music at Harvard.

The MBL Gift Shop, located in the Pierce Visitors Center, is the responsibility of the Associates. She reported that now gifts can be ordered online from their website, and the funds from the gift shop support young scientists.

They also have a picnic for foreign students and children’s programs in the spring.

Mrs. Laster reported that the Associates membership continues to increase, and their members number more than 400, and 60 new members joined over the past year. She ended her report by inviting the Members of the Corporation to become part of this exciting facet of MBL life by joining the Associates.

Dr. Dowling thanked Mrs. Laster for her service and her thoughtful report.

Standing Committee Reports
Dr. Dowling noted that this year the Standing Committees of the Corporation have provided abstracts of their full report, which have been made available to the Members present, and the full reports are in the Library reading rooms as well as in the Director’s Office. He asked for questions from the Members for any of the Chairs of the Committees.

One Corporation Member expressed concern about the Satellite Club programs, saying that the parents he has talked with would be willing to pay more for a drama/music/arts camp, something that has themes. Dr. Dowling said his concern would be forwarded to the Chair of the Housing, Food Service and Child Care Committee who was not present at the meeting. Dr. Dowling also said they would be interested in seeing a proposal from the parents

Other Business
Dr. Dowling asked if there was any new business or any old business. As there was no other business Dr. Dowling asked for a motion to adjourn. A motion to adjourn the meeting was made and seconded at 11:50 AM.

Dr. Dowling adjourned the meeting and thanked everyone for attending.

Respectfully submitted,
Thomas S. Crane, Esquire
Clerk of the Corporation


		© 2007 MBL Woods Hole Massachusetts