DRAFT

Annual Meeting of the Corporation
Friday, August 6, 2004, 9:30A.M.
Lillie Auditorium
President of the Corporation: Dr. John E. Dowling
Clerk of the Corporation: Christopher M. Weld, Esq.

Dr. John Dowling, President of the Corporation, welcomed everyone to the 116th MBL CORPORATION MEETING.

Dr. Dowling explained that the meeting would run a little differently this year in accordance with changes in the Bylaws made last year.

• Annual Report, 2003, has been expanded substantially. Dr. Dowling recognized Pam Clapp Hinkle, Director of Communications, for those improvements.
• Reports will be presented from various standing committees, information on membership/ membership applications.

Dr. Dowling called for a motion to approve the minutes of the Corporation Meeting of 2003. Motion was seconded and approved.

Dr. Dowling called on the Clerk of the Corporation, Christopher M. Weld, to give a report on the membership. Marcia Donovan, Assistant Clerk, noted that there was a significant decline in membership from last year; but as noted in the agenda, there were quite a few members who died this year; and twelve new members will be put forth for a vote this morning.

Report of the Clerk Corporation Membership
	2004
Regular Members	517
Life Members	93
otal Membership	610

A question was raised by Dr. Seymour Cohen regarding Life Members and their voting rights. Research into past by-laws shows that in all sets of by-laws checked Life Members were non-voting members and didn’t pay dues. In 1979 it was automatic that a person past the age of 70 was transferred to Life Membership, but the 1992 and current by-laws make it an option of the member who has retired from their home institution, upon application to the Corporation.

In Memoriam
There was a moment of silence in memory of the following Corporation members who passed away in 2004 and for whom the Marine Biological Laboratory gratefully acknowledges their service and support.

John Arnold	Lloyd Bertholf
Betsy Bang	Arnold Clark
Arthur Colwin	Maurice Lazarus
Howard Abram Eder	Edward MacNichol
Paul Glynn	Janis Metuzals
Donald R. Griffin	Samuel Nabrit
A. Robert Gunning	Nancy Rafferty
Teru Hayashi	Harvey Rabin
Benjamin Kaminer	Claude Villee

Report from the Board of Trustees
Mr. Zeien, Chairman of the Board, highlighted the following:

• Renovation of the Whitman Building: The Board has agreed to proceed and to borrow the money to move ahead with the project.
• The formation of a Search Committee for a new Director and CEO. He announced that Dr. Speck has elected to retire at the end of his term in July 2006. The Chair of the Search Committee is John Dowling, and the committee is comprised of 19 members, including members of the Board of Trustees, Resident and Visiting Investigators, MBL staff, local Woods Hole residents and Brown University Administrators.
• The Search Committee subcommittees are:

1. Academia
2. Corporate America; and
3. Research institutions and government/science.

Their role will be to do preliminary interviewing of candidates identified. They have a job description with some modifications, and they are already starting to identify candidates. The position will be advertised in various scientific publications. Mr. Zeien encouraged members to come to the Search Committee with suggestions of candidates.

The Committee will then:

• Begin reviewing applications September 1, 2005.
• Conduct the first round of preliminary interviews (work of subcommittees), October to December 2005.
• Expect to have a short list of final candidates by the end of January of 2005. At that time the short list will be taken to the full Board.

Report of the Director
Dr. Dowling introduced Dr. Speck, Director & CEO.

Dr. Speck noted that he is stepping down from this position, but he is not retiring.

Dr. Speck highlighted the following:

1. Resident Research
2. Educational efforts of the MBL
3. Summer Research

Resident Research

• He welcomed Dr. William Beers, the MBL’s new Chief Academic and Scientific Officer, who was recruited during the previous year.
• He noted that, Dr. Shinya Inoue was awarded the very prestigious International Prize for Biology in 2003, and there was a reception and symposium dedicated to Dr. Inoue, which was one of the major highlights of this past academic year.
• An outside review of the Ecosystems Center was completed, chaired by Mary Firestone, UC Berkeley, and three other Senior Scientists and members of the National Academy. The review was favorable.

  Noteworthy among the committee’s concluding remarks was that our Environmental Science Center has arguably had the greater impact on environmental science of any other environmental science program in the world, including Max-Planck.

  The review committee also recognized the need to identify hard money for salary support; the need to increase the endowment of the environmental science program; and talked about and gave suggestions about the need to find new leadership, given the fact that John Hobbie will be stepping down. A search committee for a new Director for the Ecosystems Center will be formed after the first of the year to find a successor.

• A subcommittee of the Science Council, chaired by Dr. Timothy Goldsmith, was established last year to review the Marine Resources Center in order to give the Administration and the Trustees some idea about the direction in which we should move.
• MBL continues to review the relationship with BUMP. Trustees have asked, now that the contract is up, that the relationship be defined and be more in line with our relationship with Brown University.

Educational Activities

• The joint Brown/MBL Graduate Program, directed by Dr. Beers, focused on joint advertisement and recruitment last Fall;
• Members of our faculty joined members of the Brown faculty on the admissions committee for the graduate students;

  Four positions were offered for the combined MBL/Brown program; three students accepted the offers and will be on board this fall. Two of our in-house graduate students who joined us with Steve Hajduk of University of Alabama, transferred from Alabama to Brown, and we now have a total of 5 graduate students in the combined MBL/Brown Graduate Student Program.

  We continue to have faculty here who are interested in graduate students obtain joint faculty appointments at Brown, and we have an orientation planned in October for all the Brown graduate students here at the MBL.

• Summer Educational Program has been a big success. Science Council and the Educational Committee identified new course directors for the summer of 2004. There are new course directors in Physiology, Dr. Ronald Vale and Dr. Tim Mitchison; new course directors in Neurobiology, Dr. Edwin McCleskey and Dr. Rae Nishi; new course directors for Microbial Diversity, Dr. William Metcalf and Dr. Tom Schmidt, and new course directors for Biology of Aging, Drs. Austin and Rifkin. Summer applications are at an all time high.

Summer Research Activity

• Dr. Speck noted that Mr. Zeien mentioned that the Trustees have committed to moving forward with the Whitman project, and early fundraising has been partially successful, with over $2 million dollars identified for the $20 million dollar project. Financing the project through low-interest loans is being discussed. The enabling work for that project will begin this fall with the development of improved and modern electrical systems.
• New funding has been obtained from Dart Neuroscience LP, which gave the MBL $1 million dollars for 4 summer fellowships at $50,000 per year over the next four years.
• Dr. Speck concluded by saying that he thinks the MBL is in good shape looking forward to new leadership and new excitement.

Report from the Science Council, Chair, Paul De Weer
Dr. De Weer reviewed the composition of the Science Council:

• There are ten members; four from the local academic community, three from educational endeavors and three from Summer/Visiting Research.

Dr. De Weer noted some highlights from the Science Council meetings:

• The Council reviewed, modified, and finalized the Policy on Appointments, Reappointments, Reviews and Promotions. When MBL was founded the academic legitimacy was always based on the home institutions of the visitors. With the institution becoming a year-round enterprise, we need a policy document that is similar or analogous to documents we all know at the university level for appointments, promotions, criteria for hiring, etc. That’s now finalized thanks to hard work by all the members of the committee, especially Jelle Atema, who shepherded the various drafts, and the Board of Trustees will ratify the policy.
• Another job of the Council is to review the applications for membership in the corporation, and twelve members are listed for a vote by the Corporation membership. The Council also recommends that a junior membership be established.
• The Science Council meets quarterly, with one extra meeting to welcome newly elected members right after the Annual Meeting each year.
• The Council reviewed the files for appointments (10; plus 1 pending and 1 deferred), promotions (1; plus 1 pending) and reappointments (2).

Marine Resources Center
Dr. De Weer noted, following up on what Dr. Speck mentioned, that one of the major ongoing concerns of the Science Council is the future of the Marine Resources Center.

• A recommendation of the previous Science Council was to install an Advisory Committee, and a second recommendation was to divide the MRC into a service center and a more academic center.

• The Service Center: They reviewed a financial analysis and a business proposal submitted by Scott Lindell. They heard and approved the proposed need to raise prices to near market prices and to eliminate the collection and distribution of animals that are not used at MBL and are sold essentially at a loss.
• The commitment has been made that under no circumstances will there be suspension of delivery or collection of animals or specimens for research that are needed at the MBL.
• Academic Center: A sub-committee of the Science Council, which reported last year to the Director, the President and the Board of Trustees, reviewed The Academic Center. After the resignation of Dr. Hanlon, and the departure of Dr. Goetz, it became necessary to reinstate a new, more active Advisory Committee to meet weekly during the summer of 2004.

Science Committee of the Board of Trustees: Dr. De Weer addressed the issue of the Trustees planning to create a Science Committee of the Board. He explained that the scientific trustees felt somewhat isolated and thought they should have occasion to get together and talk science. He said that the Science Council sympathizes with that view, except for the proposed name, which might cause confusion. There are now plans for informal meetings between the Science Council and the scientific trustees, to investigate ways in which to better communicate between the Science Council and the Board of Trustees.

A question was raised about the continual reduction in the budget of the Library.

Dr. De Weer said that on the Science Council agenda for this very afternoon is a proposal to meet with the Library Committee to discuss issues and hear the concerns.

The question of the 10% budget reduction was raised.

Dr. De Weer pointed out that those who come from universities know the problem. Journals raise their prices every year, and Library budgets go down at the same time.

Dr. Waksman asked about the status of the Neuroscience Center at the MBL.

Dr. Dowling said there are not plans to develop a Neuroscience Center. But in the summer program there has been developed, both through the generosity of the Grass Foundation and the Dart Foundation, the opportunity to bring a group of neuroscientists to work together, and that will continue. There is not a formal institute mechanism here at the MBL and we are working out how that might be developed. This could relate to the renovations of Whitman, but there are no plans at the moment to develop a year-round Neuroscience Center.

There was discussion about the MRC Supply Department and the fact that they have been running at a loss. Dr. Dowling said they have been examining their losses and what they should be doing in terms of shipping animals. He said there is no intention to eliminate the collection or the maintenance of marine animals for MBL scientists.

Results of Science Council Election
Peter Armstrong, Chairman of the Nomination and Election Committee, thanked the Nominations Committee who worked hard to prepare a slate of nominees. He also thanked all who agreed to stand for election.

Dr. Armstrong announced the newly elected members of Science Council
Barbara Ehrlich, representing Summer/Visiting Research
Rudolph Oldenbourg, representing Resident Research Centers/Programs

Corporation Member Applications
Dr. Dowling encouraged those who are not members of the Corporation to join the Corporation.

Dr. Dowling noted that there is a now a category for junior members who are within five years of their doctorate, and the dues for those individuals are approximately 1/3 of what the regular dues are.

Discussion regarding library readership and Corporation Membership being tied together, and Cathy Norton, Library Director, responded that the cost would be prohibitive

Election of New Corporation Members
Dr. Dowling presented the following applicants for Corporation membership: George Augustine, William H. Beers, Makoto Goda, William Nathan Green, Sung-Kwon Jung, Eileen Lafer, Issei Mabuchi, Jeffrey Charles Magee, Jennifer R. Morgan, Hilary Gonzalez Morrison, David Joseph Patterson, David Mark Welch

Dr. Dowling noted that each applicant was put forth by two members of the Corporation.
Motion was made and seconded to elect the above applicants to the Corporation. Motion was carried.


Reports from the Center Directors

Ecosystems Center
Dr. Ann Giblin, Senior Scientist, gave a comprehensive report of continuing research in the Ecosystems Center.

Dr. Dowling thanked Dr. Giblin and noted that these studies on our local ponds are incredibly important, not only for the present but for the future.


Report on the Whitman Center
Dr. Peter Armstrong reported for the Director of the Center, Dr. Goldman, who is out of the country.

He said that the Whitman Center is a new creation to support summer science at the MBL and to serve as a vehicle for fundraising to help support summer science.

Major advances in the Whitman Center in the year 2003-2004 are:

• The creation of the Center
• Appointment of Bob Goldman as director;
• Renovation of the Whitman Building, which is 44 years old and clearly in need of renovation

Dr. Dowling thanked Dr. Armstrong.

Dr. Dowling said that one of the major recommendations of the strategic plan was to better integrate education, year-round research and the summer programs, and the new renovated Whitman building will provide that opportunity.

Plans for the renovation of the Whitman Building were discussed.


Bay Paul Center Report
Dr. Mitch Sogin, Director, Bay Paul Center
Dr. Sogin reported on the research within the Bay Paul Center.


Report of the Treasurer, Mary Conrad
Mrs. Conrad reported that in 2003, the115th year of the MBL in operation both the stock market and the economy have been operating in a fairly challenging environment. She said that in spite of uncertainties the MBL had a very solid year in 2003.

The highlights of the financial statements are:

1. Value of Assets
2. Where money comes from
3. How we spend it
4. Focus on the Endowment Portfolio and how it performed.

1. Total Assets of the MBL as of December 31, 2003 are 96.7 million dollars, and the Endowment Portfolio is currently valued at an all time high of 48 million dollars. Other assets (Property, plant and equipment) include everything from the rare books in the Lillie Library to the real estate. She said that the smaller pieces are assets receivable, short-term cash, but the bottom line is that total assets are up over 3 million dollars.

2. 49% of the MBL’s resources come from government grants, NIH, NASA, and NSF. Other support services come from private donations. The Annual Fund raised a record $611,000.00. She thanked members of the Development Office.

3. She said that most of the monies are dedicated to the scientist, for salaries, medical benefits, and other related benefits. Other portions of expenses are for utilities, and subcontractors. Historically, MBL’s expenses have grown about 10% per year, but last year that appreciation was limited to the 3% range, with the money going toward adding to scientific staff and with some cutbacks in utilities and subcontracts. She noted that Mr. Lane, the MBL’s Chief Financial Officer, does an excellent job working with the Trustees, the Director and with the Investment Committee.

4. Results of our investments: The year 2000 marked the peak of the bubble in the stock market and the beginning of the whole roleback in the technology implosion. In 2001 there was 9/11, and in 2002 there was tepid recovery; with improvements in the financial markets in 2003.

Mrs. Conrad said that in 2000 and 2001, the MBL’s portfolio declined by 4 million dollars, which is a 10% decrease from the all-time high. She also said that many blue-chips, like GE, and many financial services companies lost 50% of their value from the high, and many technology companies experienced much worse results. She pointed out that the MBL portfolio is holding and demonstrated a very solid recovery last year. She said that the MBL has a very well diversified portfolio; and they judiciously used some hedge funds that helped to navigate through a difficult period.

In conclusion, Mrs. Conrad said that the investment results were superlative, costs were held under control and there was an encouraging increase in contributions.

Dr. Dowling thanked Mrs. Conrad and the MBL CFO, Homer Lane.


Corporation Views
A group of Corporation members wrote and asked for permission to address the Corporation.

Dr. George Langford, speaking for that group, noted that Dr. Inoue approached him earlier in the summer and said this is a very important time in the history of the Laboratory, and it is also important for the Board of Trustees and management to hear what the Corporation members have to say about the changes and where the lab is going.

Dr. Langford stated that he just completed a six-year term on the National Science Board, the governing board of the National Science Foundation, and one of the major activities on the National Science Board was to double the budget of the NSF, and the federal budgets for the federal agencies are critical to this Laboratory and to the research enterprise in this country. He said that Congress already passed a resolution a year ago to put the NSF’s budget on a doubling track, but in this budget climate there probably will not be an increase in the NSF budget this year, and scientists must advocate for increases in the federal agencies. He said that that the United States still serves as a magnet for people to come to do research because of the independence given to develop curiosity-driven research. He said that the vibrancy of the program here during the primary academic season, May to August, is unmatched anyplace in the world and it is something we have to cherish and preserve.

• ‘Visiting Scientist’: Dr. Langford said that the term ‘Visiting Scientist’, which came out of the Strategic Planning Document, is not an accurate term for MBL Investigators who work here during the summer. He said that they are legitimate members of the scientific staff of the Laboratory, and they should be called MBL Investigators, and the Whitman Center should be for MBL Investigators who come here to work as legitimate members of the MBL Scientific Staff.
• Use of Marine Organisms. Dr. Langford said that there is a general misconception that because there are all these model organisms for biomedical research, that marine organisms are no longer major models for biomedical research. He said that is a flawed concept, and a lot of discovery occurs now in marine organisms, and we have to make them available and that the MBL has to advocate for marine models for biomedical research. It has to provide adequate supplies and maintenance of those organisms. He said that resources have to be raised to support those animals so that MBL investigators can use them.

He said they want the Board of Trustees and management to understand the value of both the scientific community that exists here in the summer and the animals that they rely on in their research.

Dr. Speck said that in retrospect, the term “visiting” was probably a mistake. He said they didn’t realize that it was an issue, and they will make sure that this is not used in the future.

He also said that the MBL is committed to maintaining marine organisms of high quality and making them available to the investigators.

Dr. Dowling said he liked the notion that those visiting, either in the summer or at other times, be designated an MBL Investigator, but if you are an MBL Investigator and make a discovery here then the MBL should hold the patent for that discovery. Home institutions, on the other hand, have a problem with this.

Dr. Waksman initiated a discussion of other research and the use of specimens, including marine organisms and mammals. There was more discussion about curiosity-driven research not associated with recognized Centers and more discussion about the Visiting Investigator title.

Dr. Inoue further addressed concerns about the annual Corporation meeting and the fact that younger members are not present. He said that the impact of the meeting on the Corporation has been dwindling, and the members are concerned. He noted that Science Council has taken an active role and represents the Corporation, they are now a Corporation committee, and they have been doing a good job. He noted that the Science Council Chair is now a voting member of the Board of Trustees. He said that he is personally concerned about making communication more open and effective among the Corporation membership, Science Council, the Trustees and Administration.

Dr. De Weer, Chair of the Science Council, said that the minutes of the Science Council meetings are available to all Corporation members, and they will work on putting an edited version on the MBL website.

Dr. Dowling reviewed the motions presented by members of the Corporation represented by Dr. Inoue and Dr. Langford.

• Motion 1: Dr. Dowling said that time will be set aside for Corporation members to express theirs views at the annual meeting.
• Motion 2: Dr. Dowling said that the minutes of the previous meeting and agenda for the upcoming meeting would be provided to Corporation members prior to the Annual Meeting.
• Motion 3: Transparency Rule: Before documents, reports, policy and governance changes are approved in final form by the Trustees and Corporation, these should be announced to the members of the Corporation for public comment for no less than one month. They request that Science Council and the Trustees issue a revised draft of the ‘Vision Statement’ for public comment and final approval, and they recommend replacing ‘to be recognized for having’ in the Vision Statement of the Laboratory by ‘to have’ and deleting the phrase ‘that improves the human condition’.

There was discussion about the mission statement, and Dr. Dowling recommended that
suggestions be referred to Science Council who, in turn, would bring a recommendation to the Trustees.

He reminded everyone that the Steering Committee for the Strategic Plan approved the mission statement, and the committee consisted of 19 members, 12 of whom were Corporation members, and more than 80 other people participated in the planning and had an opportunity to make recommendations.

After more discussion Dr. Dowling said that research at the MBL is not just biological research but work geared to the human condition. He was of the opinion that it’s a very good phrase and very encompassing.

• Motion 5: Dr. De Weer has already agreed to make the Science Council agenda and minutes available to the corporation members.
• Motion 4: Establish clear guidelines for the role of the President of Corporation and his/her relation to the Corporation membership and Trustees.

Dr. Dowling commented on some of the duties of the President of the Corporation:

• Serve at the pleasure of the Trustees, Corporation and Director.
• Assume tasks that are assigned to him. (i.e. he co-chaired the Strategic Plan last year, and this year he is heading the search for a new Director).
• Last year the Director asked him to chair a committee to consider and plan for a Center on Cell Dynamics, and that report was completed last summer.
• This summer the President is chairing a committee to search for a new Editor-in-Chief for the Biological Bulletin.
• He also serves as a member of the MRC Committee, the BUMP Relations Committee, the site planning committee, etc.
• In addition, he helps with fund-raising, prospects, and attends all the Trustees and Science Council meetings as an ex-officio member.

Dr. Inoue expressed concern about the bylaw changes, including the role of the President, which was previously stated very clearly.

Dr. Dowling explained that in the past the Director has often assumed the title of President, and it is certainly possible that this might happen again with a new director. He said that the past two directors felt it was important to have a President that in some senses served as the institutional memory of the MBL.

Dr. Seymour Cohen commented on the history of the institution and Whitman’s contribution, and that he organized the first years of this institution. He said that he also insisted on continuing the educational component and the continuity of marine investigation. He noted that he was also important in the development of the MBL Library. He said that the history of this institution should be presented regularly in Friday Night Lectures and many other discussions.

Dr. Cohen again mentioned life members and their loss of voting privileges. He said he would like the Administration to determine when the bylaws eliminated the right to vote.
Dr. Dowling said that Administration would take that under advisement and clarify the rules for life membership. He also responded to Dr. Cohen’s concerns by noting that the Whitman Center was established by a vote of the Trustees last summer, and they will not lose an appreciation of the contributions of C.O. Whitman to this laboratory.

Dr. Dowling summarized:
Motions 1, 2 and 5 have been accepted. Motion 3 was referred to the Science Council. Motion 4: There was no consensus on how far we should go in terms of trying to define the guidelines for the role of President. We will let that lie until what the President is doing is unacceptable to the group.

Dr. Inoue agreed, and Motion 4 was withdrawn.

Dr. Dowling said that time will be set aside for Corporation members at the Corporation Meeting to express their views. He said they would also continue to have summer meetings in the MBL community.

Dr. Inoue suggested distributing the minutes of the meeting about 30 days before the meeting.

No Change in the Bylaws.


Standing Committee Reports
Dr. Dowling noted that the Standing Committees of the Corporation have provided abstracts of their full reports, 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.

Dr. Dowling thanked Mike Greenberg, retiring Editor-in-Chief of the Biological Bulletin, commenting that they are in the middle of a search for a new Editor-in-Chief. He said that Dr. Greenberg had improved the Bulletin immeasurably, and they look forward to even greater improvements over the years.

There was discussion about the new format of the Biological Bulletin.

There was a comment about the Library and 80% of journals that are available electronically.

Dr. Dowling said that the Library Director, Cathy Norton, and the Chair of the Library Joint Users Committee, Dr. Sheprow, are there at the forefront and dealing with the problems as well as they can be dealt with.

There was a comment about the seats in the auditorium and a question concerning replacing them.


New Business

A Corporation Member asked if there would be an opportunity for collaboration, particularly in the area of Neuroscience, with Brown.

Dr. Beers, the MBL’s Chief Academic and Scientific Officer, said that there is a general awareness on the part of the Science Faculty at Brown about the quality of neuroscience research that goes on here during the summertime. He said there are a couple of research collaborations starting up between faculty here and there and they are sure it will expand in the future, and if it is possible to create relationships for the scientists here with the Brown faculty, that will go forward as well.


Old Business: None

Dr. Dowling called for a motion to adjourn. Motion was made and seconded.

The meeting adjourned at 11:45 AM.