Annual Meeting of the Corporation
Friday, August 3, 2007, 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 119th MBL CORPORATION MEETING.

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

• Agenda for today’s meeting
• Minutes of last year’s meeting of August 4, 2006
• Annual report of the Laboratory for 2006
• Corporation committee reports; full reports are also in the Library. This also includes the Report of the Associates and a revised Application Form for Corporation Membership.

Announcements

• At 5:00 PM today the Rowe Laboratory will be dedicated. All are invited to attend.
• This evening at 8:00 PM the Friday Evening Lecture will be given by Joan Ruderman. Dr. Ruderman will be speaking on “Hormonally active pollutants. Where do they come from and what can they do?”
• There will be a Science Council meeting at 12:30 PM in the Swope Private Dining Room . Also, on behalf of the Corporation, I would like to thank the outgoing Chair of the Science Council, Paul De Weer, who is stepping down as Chair, but will remain as a member of the Council.
  
  
• Committee to study the role of the Corporation:
  Dr. Borisy asked Dr. Dowling to chair a committee to examine the role of the corporation in MBL affairs. Dr. Dowling said the corporation remains strong, and there are over 500 members on the books, but is has been slowly decreasing in size. Over the past decade and a half, the governance of the MBL has been altered significantly, so it seemed an appropriate time to consider what the role of the corporation should be in the 21st century. This brief report is a ‘work in progress’.
  • Committee members include Pam Clapp Hinkle, facilitator, John Dowling, Gary Borisy, Catherine Carr, Paul De Weer, Thoru Pedersen, Carol Pooser, Peter Smith and Clare Waterman.
  • The committee looked at other corporations of other institutions and found that the MBL is unique. There are very few other institutions that have corporations. WHOI does, but it serves a very different purpose: It is much smaller, has very few scientists on it, and it serves mainly as a pool for future trustees and donors.
• The committee considered what the role of the MBL Corporation should be, and agreed that it should play an integral role in governance of the laboratory, and should provide advice and counsel to the Director and Trustees.
• The corporation elects a Science Council, and the Science Council’s role is to advise the Director and inform the Board of Trustees on research and educational matters, including scientific appointments, the Centers and Programs, and the courses. It also recommends to the Trustees candidates for corporation Trustees.
• There are also several corporation committees that are advisory to the Director and/or the Science Council
  • Building Services and Grounds, Education, Fellowships, Housing, Food Service and Child Care and Research Services and Space
  • The committee has agreed that the term should be set for membership on the committees and for chairmanship of the committees. It has also been agreed that the charges for each of these committees should be formulated or reformulated, and some name changes for the committees are being considered.
• Corporation membership. Today all corporation members have access to the Library and other research/educational facilities, and all corporation members are given an identification card. All dues paying corporation members have voting privileges, and the voting for Science Council was done electronically this year. Our corporation members serve on the Science Council, as well as standing committees. All corporation members receive all MBL publications.
• The committee is proposing a restricted corporation website that will provide information about the MBL and MBL events and will ask for opinions from corporation members, perhaps even votes on issues that are facing and affecting the Laboratory. We hope to start that this fall.
• Dues: The annual dues have been reduced to $100 with the hope that more will join the corporation, and also that the members will be more generous in contributing to the Annual Fund. For new Ph.D.’s, dues have been reduced to $50 for the first five years.
• The membership application has been revised and simplified. The hope is to interest younger members of the scientific community. Dr. Dowling and Dr. Borisy sent special letters first to the Trustees, then to the Course Directors, asking them to join the corporation. This letter campaign has had an impact, and there are 23 new corporation applications.
• The Life Membership category will be reviewed, and a student membership has been proposed.

Dr. Dowling said that questions may be asked later in the meeting as part of ‘Corporation Views’, and committee members would be pleased to hear ideas regarding any of the issues that are being considering.

Announcement of new President of the Corporation
Dr. Dowling announced that he has served as President of the Corporation for the last ten years, and it is time for him to step down. He noted that this will be his last corporation meeting as President, and he has enjoyed serving and hopes he has served well.
He announced that Joan Ruderman has agreed to be the next President, and she has been vetted by the Science Council. Her name will be forwarded tomorrow to the Trustees for their consideration.

Approval of 2006 Meeting Minutes
Dr. Dowling noted that the 2006 minutes have been on the MBL website for some time.
The minutes of the August 4, 2006 meeting were approved.

Report on Corporation Membership, presented by Marcia Donovan, Assistant Clerk of the Corporation, in the absence of Chris Weld, Clerk of the Corporation.
Regular Corporation Members, 496
Life Members of the Corporation, 78
Total Corporation Members, 574
(plus the new members to be voted on today)

Dr. Dowling noted that there are 496 regular members on the books, but not every member has paid their dues, so beginning next year only those who have paid their dues will be listed as corporation members. He also noted that 339 members have paid their dues, and please remember to pay your dues, and it is hoped that members will also give to the Annual Fund.

In Memoriam
Members of the corporation who have passed away this year will now be recognized, followed by a moment of silence:

Dr. Eugene Bell Dr. Robert Kelly
Dr. Laura Colwin Mr. Henry Klimm
Dr. Herman Epstein Dr. Aaron B. Lerner
Dr. Martin Gibbs Dr. Morris Rockstein
Mr. Richard Grace Dr. Felix Strumwasser
Dr. Helen Crouse Dr. Seymour Zigman


Report of the Board of Trustees
Dr. Rowe, Chairman of the Board, thanked Dr. Dowling, and said he is pleased to see that amongst the applications for the new corporation membership there were a very substantial number of trustees. He noted how deeply interested and committed all the Trustees are to the corporation and to the Laboratory, and it is a very exciting time here at the MBL. He said there is a tremendous sense of momentum and energy with a number of significant new events occurring over the past year under Dr. Borisy’s energetic and effective leadership.

Formation of Academic Affairs Committee

• Dr. Rowe noted that the Board of Trustees, during their discussions, realized that there was no formal mechanism at the governance level to monitor and to facilitate scientific and academic activities.
• He noted, that, given the new relationship with Brown University, the Trustees felt that it was a broadened opportunity to develop such a mechanism, and after careful consideration, a new standing committee was established that is jointly chaired by the leadership of the Science Council Paul DeWeer and a member of the Board, Mark Fischman.
• This committee recently evaluated a proposed program called a Micro/Eco Interface program.

New members of the Board

• Four current trustees have agreed to be re-elected to the Class of 2011: Robert Haselkorn, William Huyett, Walter Massey and Joan Ruderman
• Two new trustees have been elected to serve in the Class of 2011: Jeffrey Pierce, who has a long history with the MBL through his family and Walter Salmon, Harvard Business School, Professor Emeritus

Fundraising

• The Board oversees fundraising, and 2006 has been the best philanthropic year in the history of the MBL. Approximately $12 million has been raised in support of a variety of programs; and the endowment is at an all-time high.
• Those numbers fall short of the amount that will be needed in order to provide the material support for the work of the Laboratory going forward. With that in mind, the Board has commissioned consultants to conduct an evaluation of the feasibility of the Marine Biological Laboratory starting a major capital campaign. The consultants that have been hired have substantial experience in this area, particularly with organizations like the MBL. The Trustees will be hearing their report tomorrow at the Trustees Meeting and will be developing plans for how to proceed, when to proceed and what the scope of a capital campaign will be. The Corporation membership will be kept up-to-date.

Dr. Rowe thanked the membership for their support and, on behalf of the Trustees, he thanked John Dowling for his service, noting that he has served with tremendous commitment, passion and wisdom.

Comments or questions:

• Dr. Prendergast, as a member of the Board, also thanked Dr. Dowling for his service to the MBL.
• Dr. Jaffe suggested the formation of an Art Committee to give serious consideration for the improvement of art at the MBL. This request will be taken under consideration.

Report of the Director

Dr. Borisy thanked Dr. Dowling and Dr. Rowe saying it has been a great first year in Woods Hole.

Dr. Borisy reported on highlights of the past year and on some of the challenges and plans for how to meet those challenges.

• Appointment of Hugh Ducklow, new Co-Director of the Ecosystems Center;
• Resident Research Highlights:
  • Ecosystems Center
  • Bay Paul Center
  • Cornell Career Development Award
  • Marine Resources
  • BioCurrents Research Center
  • Architectural Dynamics in Living Cells
• Whitman Center for Visiting Research
• 2007 Fellowships
• Visiting Research Highlights
  • Researcher find “zip code” spurs cargo transport in Neurons
  • New Backpack lightens the load – Larry Rome’s invention
  • Sea Urchin Genome uncovers remarkable connection to man
• Sabbatical opportunities now available
  • Sabbatical award for neuroscientists funded by the Grass Foundation and the MBL
• Summer and special topics courses
• Course highlights
  • Embryology
• Brown/MBL Graduate Program
• Semester in Environmental Science
• Education at the MBL: “K-Forever”
  • Coastal Explorers
  • Teachers Workshops
  • Science Journalism Program
• Additional New Appointments: Julie Huber, Asst. Scientist, Bay Paul Center; Bill Reznikoff, Sr. Research Scientist, Bay Paul Center; Marlene Belfort, Adjunct Sr. Scientist, Bay Paul Center; Avram Hershko, Adjunct Sr. Scientist, Director’s appointment; David Burgess, Adjunct Sr. Scientist, Architectural Dynamics of Living Cells
• CASO(Chief Academic and Scientific Officer) search: Position has been advertised in Science and Chronicle of Higher Education; Jerry Melillo is chair of the search committee; applications are being received, and interim measures are being taken to distribute responsibilities.
• MBL honors 25-year employees: Lewis Anderson, Janice Simmons, Suzanne Donovan
• Tech Transfer/Commercialization: RDTC; Brown Technology Partnerships
• MBL Communications: Publications from the Communications office include LabNotes, The Catalyst and the Annual Report
• Major Gifts/Awards were highlighted
• Accolades to MBL scientists were highlighted
• The MBL’s Strategic Plan 2001-2004 Objectives were highlighted
  • Dr. Borisy noted that progress has been made in several areas: education, visiting research, governance, affiliations.
  • The challenges are in resident research - can we increase our scientific impact and fully use our facilities? The challenges are to build new centers, expand revenue and to control costs.
  • Initial Goals
    • Building Capacity
    • Identifying areas for investment
      • Encyclopedia of Life Project has received major funding
      • Biodiversity and Biomedical Informatics
        • MBL’s uBIO project
        • Encyclopedia of Life Project
        • Regenerative Biology.
      • Micro-Eco-Interface: The Academic Affairs Committee has endorsed this initiative
      • Regenerative Biology
    • Developing a sustainable business plan
    • Embarking on a feasibility study for a capital campaign

Dr. Borisy reported on the MBL’s finances, noting that a full report would be made by the Treasurer of the Corporation later in the meeting. He included sector reports for the following:

• Education
• Conferences, Housing and Dining
• Resident Research
• Campaign Feasibility Study

Dr. Borisy reported on the following grants for 2007:

• $4.0 Million from Howard Hughes Medical Institute to support the MBL’s Education programs.
• $4.0 Million from MacArthur and Sloan Foundations to support the MBL’s informatics efforts on the Encyclopedia of Life project
• $1.5 Million from the Keck Foundation to support DNA tag sequencing at the Bay Paul Center (M. Sogin)
• $1.4 Million from NSF to the Ecosystems Center to support their Flagship Laboratories in the PanArctic Network (G. Shaver)
• $1.4 Million from the NIH to support Rob Greenberg’s Schistosome Multidrug Resistance research.
• $1.2 Million from the Sloan Foundation for research on Combinatorial Imaging and Metagenomics of Microbial Communities (G. Borisy)
• $1.2 Million from the Sloan Foundation for continued support of the International Census of Marine Microbes project (M. Sogin)
• $1.2 Million from an anonymous donor to support an endowed research fellowships to help with our graduate research program
• $1.19 Million from the NIH to support Tom Reese’s program on Logistical & Technical Support of the NINDS program at MBL
• $1 Million from NIH to support Orientation Independent DIC and Polarization Microscopy (M. Shribak)
• $1 Million from the Herman Foundation to endow a Research Development Fund (our second career development award for an assistant or associate scientist, which we hope to launch next year.)

Transitions:

• Chief Academic and Scientific Officer
• Dr. Beers has announced that his retirement as of September 3, 2007. Dr. Borisy recognized and thanked Dr. Beers for his service to the MBL. He announced that the search process for the next CASO has been initiated.
• Dr. John Dowling is stepping down as President of the Corporation as of December 31, 2007. He has served as President for ten years and as a member of the Board over the past 25 years.
  • Dr. Dowling will continue to serve on the Board of Trustees as an honorary member, and as President Emeritus.
  • Dr. Dowling was presented with an MBL chair with a plaque noting his years of service as President, 1997-2007.
• Dr. Borisy thanked Dr. Ruderman for agreeing to serve as President of the Corporation.
  • Dr. Ruderman said she has been at the MBL for many years and has worked with Dr. Dowling in various capacities, noting that she has learned an enormous amount from him in every aspect of the MBL.

Report from the Treasurer

• Mrs. Conrad, Treasurer of the Corporation, reported that in Fiscal Year 2006 the MBL hit new records in three key areas: fund raising, the value of our endowment, and the growth of our net assets. There is an issue with short-term cash operating loss, and Dr. Borisy and the Board of Trustees have reviewed the different sectors
• Assets: Mrs. Conrad noted that the value of the MBL’s assets are at $126.5 million, with the major component being the endowment and property, including real estate and equipment.
• Where the MBL’s money comes from: Government grants that fund resident research.from the Institutes of Science, and NASA. Visiting Research is at 6% and Education is at 17%. She pointed out that the government has had different priorities since 9/11, and we must costs carefully, and we cannot predict how the funding environment is going to change.
• Last year the expenses increased by only 3.6%,and a lot can be attributed to Homer Lane, CFO, and David McLean, Controller, in really looking closely at the MBL’s budget. She noted appreciation for their efforts.
• Endowment. There has been a very healthy progression from $47 Million up to $56 Million from the low point in the Market in 2003. The MBL is very broadly diversified.
• Mrs. Conrad echoed Dr. Borisy saying that the MBL should not be looked at as a financial organization. The mission is science and discovery, but it is the responsibility of the staff, your Trustees, and your Treasurer, to ensure that we are making every effort that you are financially viable.
• Major Gifts and the Annual Fund have been very successful in 2006.
• The MBL is on financially sound footing and in excellent hands with the Director, members of the Board and the CFO and his staff.

Dr. Dowling thanked Mrs. Conrad for her report and asked for questions. There were no questions for the Treasurer.

Report of the Science Council

Dr. DeWeer, 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

To maintain this 10 member composition, 3 or 4 new members are elected every year.

• This past election, which was the first electronic election, was for 3 council members.
• Donald Faber, representing the education programs, was re-elected
• Rudolf Oldenbourg, representing resident research, was re-elected
• Barbara Ehrlich, representing summer/visiting researchers, was re-elected.
  • These three members will serve their second consecutive terms.
  • Dr. De Weer congratulated the elected members.
• Council Duties: Science Council is an advisory body for the Director/CEO and the Board of Trustees on matters of research and education.
• Science Council hears quarterly reports from the Director/CEO, Chief Academic & Scientific Officer, and, when appropriate, from the President of the Corporation.

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

New MBL Initiatives

The Kinetochore Consortium at the MBL, presented by Jason Swedlow, University of Dundee, Scotland. Dr. Swedlow noted that the MBL is an inspiring place for students and postdocs , coming here is an important event in their careers, and the more senior faculty are able to do real science. He also thanked the Fellowship Committee for providing the support. He noted that the funding comes from the Laura and Arthur Colwin Fellowship, for which they are grateful.

The Role of the MBL in the Encyclopedia of Life
Dr. David Patterson reported on the EOL, an international and multi-institutional project, and he acknowledged the support and leadership of Dr. Borisy. He noted that there are seven cornerstone institutions associated with the project, and the MBL is receiving 40% of the funds that have been made available. He said that this is a project that joins together information that is written by experts and is already available through the web or in databases.

HHMI Outreach Program
Sarah Bordenstein, whose husband Seth is the recipient of this grant, reported on the program.
She noted that the program was funded in June and Seth has already been invited to lead the Cornell Institute of Biology Teachers Alumni Workshop, which is where he is now. This program positions the MBL as a national hub for education and discovery-based research in high schools across the nation.

Election of new Corporation Members
Dr. Dowling reported that there are 23 new applications for corporation membership. These individuals have been vetted and approved by Science Council, and they are presented for corporation approval. Most of them have been nominated by Dr. Borisy and Dr. Dowling (as a result of the letter campaign).
Mario Ascoli, University of Iowa
Bruce A. Beal, Trustee
Robert K. Campbell, UMDNJ-RWJ Med. School
Michael Cummings*, University of Maryland
Robert de Ruyter, Indiana University
Christine Marie Field, Harvard University
Christopher Frederickson, NeuroBioTex, Inc.
Greg A. Gerhardt, University of Kentucky
Joan Hunt, University of Kansas
Robert Hunter, University of Glasgow
William Huyett, Trustee
M. Howard Jacobson, Trustee
Walter E. Massey, Trustee
Kelly E. Mayo, Northwestern University
Lee Niswander, University of Colorado
Donata Oertel, University of Wisconsin
R. Dana Ono, Trustee
Charles M. Rosenthal, Trustee
John W. Rowe, Trustee
Clare Waterman-Storer, Scripps Research Institute
Alice S. Whittemore, Stanford University
Annette Williamson, Trustee
Linda Amaral Zettler, MBL
* reinstated

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

Corporation Views
Views and Questions from Corporation Members: Dr. Pederson, Dr. Dowling, and an unidentified Corporation member suggested expanding upon the public relations for the Encyclopedia of Life. The Darwinian Centennial, which will be next year, was mentioned by Dr. Dowling. Dr. Laufer also mentioned recognition for the MBL and asked about alumni of the Science Journalism Program.

Pam Clapp Hinkle, Director of Communications, noted that there are approximately 250 alumni of the Science Journalism Program, and over the years they have written very knowledgeably about the MBL in their publications. Like the Teachers’ Workshops, these journalists come here to learn about science. For example, a lot of the EOL coverage was written by an alum of the science journalism course, Rick Weiss of the Washington Post.

Corporation Standing Committees
Annual reports were briefly presented by the following committees: Buildings & Grounds, Education, Fellowships, MBLWHOI Library Joint Users, Housing, Food Service & Child Care and Research Services & Research Space. Reports were also submitted from the MBL Associates and the Biological Bulletin. 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 12:30 PM.