Annual Meeting of the Corporation
Friday, August 4, 2006, 9:30A.M.
Lillie Auditorium
President of the Corporation: Dr. John E. Dowling
Clerk of the Corporation: Christopher M. Weld, Esq.

Welcome:
Dr. John Dowling, President of the Corporation, welcomed everyone to the 118th MBL CORPORATION MEETING.

Dr. Dowling called attention to the papers at the back of the auditorium:

• agenda for today’s meeting
• minutes of last year’s meeting of August 5, 2005
• annual report of the Laboratory for 2005
• report of the Associates
• applications for corporation membership
• abstracts of committee reports (not all), but the full reports are in the Library as well as in the Director’s Office.

Announcements:

• At 4:00 PM today there will be a reception on the Swope Terrace for our new Director, Gary Borisy and his wife, Sally Casper followed this evening by the Friday Evening Lecture to be given by Jane Maienschein, “From Transplantation to Translation: Stem Cells in History”. All are invited to attend.
• For members of the Science Council, both old and new, there will be a Science Council luncheon and meeting at 12:30 PM in the Private Dining Room.
• Dr. Dowling thanked, on behalf of the Corporation, those members of the Science Council whose terms are ending or who will be leaving the Science Council. They include Sue Barry, Anne Giblin, Steve Hajduk and Gus Shaver.

Approval of the 2005 Meeting Minutes
Dr. Dowling noted that the minutes have been on the web for some time. The minutes of the August 5, 2005 meeting were approved.

Report on Corporation Membership, presented by Marcia Donovan, Assistant Clerk of the Corporation.

Regular Corporation Members 493
Life Members of the Corporation 77

Dr. Dowling noted that there is a slight attrition in Corporation membership, and all are encouraged to participate in MBL activities and to join the Corporation. Again, the application forms are at the back of the auditorium, which have been simplified, and later in the meeting, we will have for your approval applications for new membership.

In Memoriam.
Dr. Dowling said that those members of the corporation who have passed away this past year will now be recognized, which will be followed by a moment of silence:

Dr. Miriam F. Bennet
Dr. Alan Bernheimer
Dr. D. Eugene Copeland
Dr. Helen Costello
Dr. Helen Crouse
Dr. Laurence Grossman
Dr. George Katz
Dr. Irving Klots
Dr. Hidemi Sato
Dr. Walter Troll

Report of the Board of Trustees
Dr. Dowling introduced Dr. Rowe, new Chairman of the Board of Trustees, to the Corporation.
He noted that Dr. Rowe and his family have made a very generous gift to the MBL for which the MBL is very grateful.

Dr. Rowe thanked Dr. Dowling for his excellent service as President of the Corporation.

Dr. Rowe noted the presence of a number of Trustees here today: Vin Ryan, Paul DeWeer, Chairman of the Science Council, Bob Prendergast, Shelly Segal, former Chairman of the Board, and Gerry Weismann. He thanked them for their service and thanked them for giving him the opportunity to serve as Chair.

• New Board Members added this year: Dr. Rowe noted that a couple of new members have been added to the Board this year, because they are trying to broaden the geographic as well as the contextual scope of the members of the MBL Board.
  • Annette Williamson, Ft. Worth, Texas (who has had a long interest and support of marine science; was a member of the Council of Visitors and became very interested and engaged in the activities of the MBL).
  • Paul Dupee of London, England. Paul was born and raised here in Falmouth and has a long attachment with the MBL but has lived in London for many years. Paul also serves on the Board of Trustees of Brown University.
• A new committee of the Board has been established, which is the Academic Affairs Committee chaired by Mark Fischman of Novartis, who has made important contributions in the area of Zebrafish while at Mass General Hospital and is now head of research, globally, for Novartis. He is chairing this committee, which is looking at providing governance oversite for the academic activities, educational activities and research activities of the MBL in conjunction with and informed by the Science Council. This committee is co-chaired by Paul DeWeer, Science Council Chair.
  • Dr. Rowe noted that the Board felt it could use a specific advisory group that was focused on this; particularly to oversee and nurture the growing relationship with Brown University (which has a number of academic dimensions) and we hope will grow in the future. He thanked Dr. Fishman for chairing this committee.
• Brown University: Two MBL Board members are also on the Brown University Board: Paul Dupee and Charles Rosenthal of NYC, who has been a long-standing Brown board member and has made an important intellectual contribution as well as financial contribution to support the joint efforts of MBL and Brown.
• Event for Former Trustees: This past week there was what they hope will become an annual event bringing to the campus past Board members. In this instance, the event was to introduce them to the new Director and also to maintain their engagement in the MBL and bring them up-to-date and to get their points of voice. Dr. Rowe noted that this was very successful, which was defined by an attendance of twice what was expected, and they are optimistic that this is useful and will continue in the future.
• Lastly, Dr. Rowe reported that the Board was engaged, under the leadership of John Dowling, in a very comprehensive and robust search this past year for a new Director. He said they are delighted to have the opportunity to bring Dr. Borisy back to the MBL.
• He noted that the Board elected Dr. Speck, former Director, as an Honorary Trustee of the MBL to continue his involvement and expertise.

Dr. Rowe introduced Dr. Borisy, Director & CEO of the MBL. He also reminded everyone of the reception for Dr. Borisy and his wife, Sally Casper, on the Swope Terrace at 4:00 PM.

Report of the Director
Dr. Borisy thanked Dr. Dowling and Dr. Rowe and said that it is a privilege to serve this community as Director and CEO of the Laboratory, and he stands after a long succession of directors who have done much for this Laboratory for over a hundred years. He said the MBL has an honorable, illustrious, internationally-renowned reputation and it is a privilege to carry this forward and to try to accomplish new things, with your help, in the future.

He shared some of his impressions and asked for thoughts back from the members present.

Dr. Borisy’s comprehensive powerpoint presentation included the following:

• Shared Beliefs about the MBL Strategic Plan, 2001-2004
• Task Forces on the following:
  • Resident Research
  • Education
  • Visiting (summer) research
  • Governance
  • Affiliations
  • Facilities
  • Finances

Dr. Borisy noted that if we change things at the MBL we must always be cognizant to not change the special culture and character that we so much love about the MBL. So growth of the MBL must be done in a way that is consistent with that culture and character, the local environment and the Woods Hole community.

Recommendations of the Task Force:

• In the area of Resident Research that the institution create two new centers. We have two large centers at the MBL, (Bay Paul Center for Molecular Evolution and Microbial Diversity and the Ecosystems Center), and there are several very important programs. The feeling is that Centers provide more leverage, allow for more group activity and synergy and effectiveness. The recommendation was to create two new centers. A major task for the coming period is to identify these centers.
• In Education, one of the objectives was to develop a joint Ph.D. program to provide some support for graduate education. All researchers need access to students in order to have a vigorous laboratory.
• For the Visiting Summer Research Program, the emphasis was on collaborations - cluster the investigators where appropriate so as to promote collaboration.
• Refine the Administration, expand the Board of Trustees, you heard about that just a moment ago from Dr. Rowe.
• Affiliations: Develop affiliations to support this goal of the joint Ph.D. program. Under Dr. Speck’s leadership, a graduate program affiliation was established with Brown University, which is an important step forward.
• Facilities: There’s a lot of deferred maintenance and perhaps the biggest job on the list was the Whitman Lab for Summer Research. The goal was to renovate the Whitman Lab, and in fact, the goal was to develop a comprehensive campus plan for the institution. This plan is going forward, and now there is an overall campus plan.
• Capital Campaign: It was also recognized that all this costs money and it was suggested that a capital campaign on the order of $100 million was needed to achieve these objectives.

Dr. Borisy said that this sets the groundwork for the next phase, which is “The Decennial Review Process”. There is a foundation that supports a ten-year review cycle, and that took place last year. That review was published in the fall of last year, and was made available in the Library at that time.

The Decennial Review of the MBL was made by an outside committee, and the membership is published in the report.

The report gave the lab a fairly positive report card.
Some of the challenges they noted:

• There is a chronic shortage of classroom space and housing for investigators and students. Summer courses require additional scholarship support. They are extraordinary courses, but they are very expensive and we need more financial help there.
• The Brown/MBL Graduate Program requires additional resources.
• The Fellowship Program (the program that supports the visiting researchers in the Whitman Center) needs to be further expanded.
• The Visiting Research Programs need to be safeguarded. Incentives are needed to attract the best collaborative groups. This is true whether we are talking about the Visiting Research Programs or the Year-Round Research Programs. Hopefully, we can create these synergies among these three components of the triad.
• Deferred maintenance on campus needs attention. Rich Cutler, Director of Facilities, has submitted a list of over a $60 million of deferred maintenance.
• The base of giving to the MBL needs to be broadened. Primarily, our giving is good through foundations. We need to broaden it to individuals and to expand our extramural agency support, which in this financial climate, is not as easy as it was during the period of doubling of the NIH budget.
• A compelling vision of the unique role that the MBL plays in the biological sciences needs to be developed. I would say that this is the most important issue “Compelling vision of the unique role that the MBL plays in the biological sciences”.
• What is our vision for the institution? They also noted need for finances. They pointed to a several-fold increase in the endowment required to realize the strategic plan.

Highlights:
Dr. Borisy noted some highlights of the past year.

• Educational Programs: 18 courses, 434 students from 266 institutions from 30 countries, 564 faculty & staff, 185 lecturers from 247 institutions from 20 countries
• Semester in Environmental Science, which is an undergraduate program lead by the Ecosystems Center: There were 17 students in 2005, and now there is the Brown/MBL Graduate Program which started with a few students; there will be 15 enrolled this fall. The plan is to grow that to 25.

Dr. Borisy highlighted an excerpt from the Physiology Course. He said that the Physiology Course, led by Ron Vale and Tim Mitchison, has been revitalized, and this course has been a model for the courses in the summer. Dr. Borisy has attended lectures in Embryology, Physiology, Microbial Diversity and Neurobiology so far.

Whitman Center for Visiting Research: This brings researchers in a number of fields, Neurobiology, Cell Biology, some doing Microbial Biology and other areas as well: Altogether 115 PI’s, bringing 183 other researchers in 57 lab units, representing many institutions around the world. 27 of these principal investigators are designated as Fellows, which means they receive some support from some funds from this institution to help them come here. The magnitude of that award is $600,000 over these 27 Fellows. Expanding this support allows additional Fellows to come here regularly.

Dr. Borisy noted that interesting findings continue to emerge from these summer programs. He noted one result from the laboratories of Alliegro and also Palazzo, which was a collaborative activity.

Resident Research: There are two large centers, two programs, seven independent laboratories and 56 Principal Investigators distributed over these centers and programs, and a lot of interesting results are coming from these programs.

MBLWHOI Library

• Great books in science and engineering
• Universal biological indexer and organizer (uBio)
  (with support from the Mellon Foundation)
• McArthur Encyclopedia of Life
• Biodiversity Informatics

He reported that the Library has been working on the Universal Biological Indexer and Organizer that they abbreviate as uBIO, which was done with support from the Mellon Foundation, and this is an in-house project which may have considerable importance going beyond the MBL.

In parallel, stemming from some suggestions from the noted sociobiologist and behaviorist, E. O. Wilson at Harvard, the MacArthur Foundation is considering what might be called the Encyclopedia of Life Project, and they have asked for a proposal to be submitted to them which outlines how to go about creating an encyclopedia of life, meaning a page for each species, where you can find what is known about each species of life from a central source.

He noted that this project hasn’t been funded or approved yet, but it is a significant step that the MacArthur Foundation is inviting a proposal. He reported that a writing group was convened here several weeks ago, and he talked with that group, and that body agreed that the MBL would be a cornerstone institution of the project and that this uBIO software developed in-house would be the key software driving the taxonomic intelligence of that project. If this project is funded, it could mean $25 million over 5 years, with a significant fraction of that coming to the MBL. He noted that this is just a discussion right now, but it gives us an idea of how good things can grow from investment in a 21st century Library, which may, in fact, be creating a new subfield of Biodiversity Informatics.

Capital Projects

• The Whitman Renovation, which is slated to begin September 1 and finish May 15th of next year, in time for the season, at an estimated current cost is $12.5 million.
• Loeb re-siding
• ESL re-siding
• Lillie 3rd floor renovation
• Cost: $3 million

This represents a commitment on the part of MBL to the visiting research program, and it is the most tangible expression of the strategic plan.

Financial Overview

• MBL Operating Budget
• Where do we find the dollars?

Hypothesis: The MBL has great upside potential

• Requirements:
  • Excellence
  • Differentiation
  • Good Stewardship

He said that if the requirements are met, resources will flow to the MBL

A Strategic Process
Includes: 1. Building capacity; 2. Identifying areas for investment; 3. Developing a sustainable business model; 4. Feasibility study for a capital campaign.

Dr. Borisy said that in addition to building capacity through facilities, we need the resources to recruit people to occupy those facilities. Dr. Rowe, as incoming chair of the Board of Trustees, made a landmark gift to the institution of $5 million. The purpose of that gift is to build capacity. It goes to establish a Director’s Development Fund, which is intended to build capacity, not to build endowment. It is to be used for current expenses. He said it is my intention to use those funds to recruit people, so that the highest priority is recruitment and retention of people.

He also said that that the MBL wishes to recognize this gift by changing the name of the Whitman Building to the “Jack and Valerie Rowe Building”. He said that he sought advice and input from the Science Council, the Board of Trustees and the Executive Committee. He said this sets a standard to others who are considering gifts to the institution.

Because of the importance of Charles Otis Whitman, the very first director of the MBL, the name will remain, and the Science Council has recommended that it continue to be associated with a significant building. The recommendation is that we will rename the Candle House the Whitman Building. This is the oldest and most historically significant building at the MBL, and it seems a very fitting way to recognize the importance of the Whitman name.

Dr. Borisy also pointed out that an MBL Trustee, Charles Rosenthal, who is also a trustee at Brown University, has committed $2 million to the endowment at Brown. So the endowment remains at Brown, but the purpose of the money is to support the MBL/Brown Graduate Program, so that it is of direct benefit to the MBL.

Endowments
Endowment funds are nice if they are at the MBL, but they don’t have to be at the MBL. MBL is a gathering place for researchers from many institutions, so he asked visiting researchers to go back to their home institutions and convince their trustees to set up endowments for the purpose of a liaison with the MBL. It could be fellowship for a student in a summer course; it could be a fellowship for an investigator in the Whitman Center; it could be for a graduate student in the graduate program. Any of those mechanisms helps the MBL.

New Co-Director of the Ecosystems Center:
John Hobbie who has given many years of wonderful service to the Ecosystems Center is stepping down. Hugh Ducklow will be the next Co-Director. He also has a long-term ecological project at the Arctic.

Bay Paul Center
Steve Hajduk has announced he will be leaving and assuming a position as Chair of Cell and Molecular Biology at the University of Georgia. It is a loss for the MBL, but when this happens you have to decide how to go forward. We are talking about how we go forward by re-tuning and re-focusing the Bay Paul Center, and we have decided to open positions for recruitment in the general area of microbial ecology, and we would be building on the exciting work that is taking place in these two centers and hopefully leveraging the activities in both of them.

Identifying areas for investment is the second major element of this strategic process. Dr. Borisy noted that he has spent some time during the last month meeting with members of the courses, because there is a tremendous reservoir here of intellectual talent, and he thought this would be a good way to tap that talent, and get ideas from them; so he has met with the faculties, the TAs, and in some cases, the students of the Embryology course, the Physiology course, Microbial Diversity course, and Neurobiology courses. Out of this have come a number of really fine ideas, and he said he would continue with this brainstorming for a while using the talent of the MBL community and then proceed from there to provide information for our Trustees, our donors, and for extramural agencies to identify areas for targeted investment at the MBL, which satisfy the two criteria of the best science we can think of and some differentiating characteristic.

Develop a Sustainable Business Model: He noted the $2 million deficit, saying they need to think through the kind of business model that the MBL must have in order to be sustainable indefinitely.

Feasibility Study
Dr. Borisy said the study will begin, and a target for a capital campaign will be identified. They are thinking of a capital campaign of at least $100 million, with hopefully more going to the endowment, which is required to develop a sustainable business model.

Dr. Dowling opened discussion to the floor for questions.

There were questions concerning research on marine organisms, increasing the endowment and raising $100 million.

Dr. Dowling pointed out that the Board of Trustees has recently expanded to thirty members, and they are looking nationally for people who are interested in the science we are doing at the Marine Biological Laboratory, and who have the resources to help us. He said that Dr. Rowe’s leadership gift is a signal of what he expects of board members, and they are already seeing the results of that. As Dr. Borisy mentioned, no details can be given, but we think it likely that another gift of that magnitude will likely be provided to us.

Science Council Election.
Peter Armstrong, Chair of the Nominating Committee, reported that Larry Rome, Barbara Furie, Christopher Neill, Peter Smith and Tim Mitchison are the new members of the Science Council. All nominees and retiring members of the Council were thanked.

Report of the Science Council.
Dr. De Weer, Chair of the Science Council, gave the Science Council Report.

• Science Council has 10 voting members
  • 4 members from Resident Research
  • 3 members from Educational Programs
  • 3 members from Summer/Visiting Researchers
• Council Duties: Science Council is an advisory body for the MBL whose primary role is to advise the Director/CEO and inform the Board of Trustees on all research and educations matters.
• Science Council hears quarterly reports from the Director/CEO, Chief Academic & Scientific Officer, and, when appropriate, for the President of the Corporation.

The full report of the Science Council 2007 report is kept in the Director’s Office.

Election of new Corporation Members.
Dr. Dowling reported that there are 14 new applications for Corporation membership. These individuals have been vetted and approved by the Science Council, and they are presented for your consideration and election.
Dr. David Albertini, Kansas University Medical Center
Dr. Ricardo Araneda, University of Maryland
Dr. Gary Borisy, MBL
Dr. Anne Cornwell, Albert Einstein College of Medicine
Dr. John Costello, Providence College
Dr. Peggy Edds Walton, Parmly Hearing Institute, Loyola
Dr. Eva Enders, Fisheries & Oceans, Canada
Dr. Gabriele Gerlach, MBL
Dr. Joshua Gray, Rutgers Pharmacology & Toxicology
Dr. Alexey Khodjakov, Wadsworth Center
Scott Lindell, MBL
Dr. Christopher Molloy, Johnson & Johnson Research & Development
Dr. Angus Clark Nairn, Yale University School of Medicine
Dr. Joseph Vallino, MBL

A motion was made to approve these individuals for Corporation membership. It was so moved and seconded.

Report from the Treasurer
Mrs. Mary Conrad, Treasurer of the Corporation, gave the report for the fiscal year ending December 2005.

She reported that last year presented some challenges with rising energy costs, federal budget constraints and a somewhat lackluster stock market, but in spite of these issues, we had a generally positive year overall. She extrapolated a number of key components from the financial statements which are the value of the MBL’s assets, where the money comes from, how it is spent, and the performance of the endowments.

Assets of the MBL are at $101 million, with the major component being the endowment, which is valued at $52 million. She noted that property, plant and equipment includes everything from the books in the library to the less-than-comfortable seats you are sitting in as well as real estate, buildings and land which are valued at historic cost on the balance sheet. I am sure that you only need do the math and imagine what that real estate would be worth at current market values. So in effect, our assets are significantly understated. That is encouraging. She reviewed where MBL’s money comes from and our major expenses.

The Endowment: This is certainly an encouraging chart with a steady increase over a four-year period. In spite of the many challenges, the endowment is also at an all-time high.

Mrs. Conrad thanked the Investment and Finance Committee and noted that there is a lot of talent working that spends a great deal of time focusing on strategies, on appropriate asset allocation, and this is a very respectable performance. She pointed out that over a ten-year period we have exceeded the general returns of the S & P 500 and our own benchmark.

She stated that if the MBL continues to do good science, the funds will flow in our direction. She assured the Corporation, as the Treasurer, that the mission of these vessels and their mission as scientists are on firm financial footing.

Center/Program Reports
The following Center/Program Directors or their designees reported on the past year’s research and projects
Dr. Mitchell Sogin, Director, Bay Paul Center for Comparative Molecular Biology & Evolution
Dr. Charles Hopkinson, Senior Scientist, Ecosystems Center
Dr. Shinya Inoue, Distinguished Scientist, Architectural Dynamics in Living Cells Program
Dr. Robert Goldman, Director, Whitman Center
Scott Lindell, Director, Scientific Aquaculture Program

Corporation Views
Views and Questions from Corporation Members
Dr. Inoue spoke about the MBL’s unique summer courses which the MBL is best known for.

1. He asked if the same standards could be used for the instructional and other year-round activities and programs that are used for the outstanding summer courses?
2. By choosing new faculty for the year-round programs, based on those qualifications, would it not help to substantially upgrade the overall quality of the year-round programs at the MBL?

He said he was presenting these questions today in order to start the discussions now when we have just acquired a new, energetic and scientifically active director for the Laboratory.

Dr. Borisy noted that Dr. Inoue raises some good questions which can be taken as a springboard for going forward with thinking how to keep to the standard. He said that he doesn’t know the answer, but he will review and consider this over the coming year.

Standing Committee Reports
Annual reports were briefly presented by the following committees: Associates, Biological Bulletin, Buildings & Grounds, Fellowships, Education, MBLWHOI Library Joint Users, Housing, Food Service & Child Care, and Research Services & Research Space. Copies of these reports are kept in the Library reading rooms and in the Director’s Office.

New and Old Business
There was not any additional new or old business, so the meeting adjourned at 12:15 PM.