Utilika Foundation

Minutes, 2005


Contents and Synopsis

2005/04/24: Special Meeting of Board. Articles of Incorporation amended. Bylaws amended. President's instructions amended.

2005/04/27: Special meeting of the Board. Additional Directors elected. Officers elected. Organizational decisions made. Gift approved.

2005/05/26: Annual meeting of the Board. Officers elected. Gift announced. Finances reviewed. Budget approved.

2005/08/11: Special meeting of the Board. Legal status and finances reviewed. Activities discussed.

2005/08/23: Special meeting of the Board. Activities discussed.


2005/04/24

Special Meeting

00. A special meeting of the Board took place on 2005/04/24. The purpose of the meeting was to receive a report from the President on some of his activities and to act on proposals of the President to amend the Bylaws, the President's instructions, and the Articles of Incorporation.

01. In accord with section 4.6 of the Bylaws, the President assumed the presidency of the meeting and appointed himself to act as the secretary of the meeting.

02. The President reported that, pursuant to the Board's instruction in Action 2004/05/24-08 to promote the foundation's pursuit of its purposes by "the formulation of plans for scientific research, technical cooperation, publication, conferences, training, and education" and "cooperation with prospective ... collaborators", he had become more informed on subjects of interest to the foundation, had disseminated information about the foundation's interests and contacted related experts in various countries, and had evaluated alternative strategies for the pursuit of the foundation's mission. He had concluded that the optimal strategy is to identify a single existing institution with expertise in related fields and with experience in the conduct of advanced research and education, and to deploy the foundation's assets at that institution so as to investigate and demonstrate possibilities for theoretical and practical progress. Such possibilities, if demonstrable, can inspire other organizations to provide additional support. Such additional support is likely to be necessary for the launch of any realistic solutions. The most serious and energetic responses to the President's inquiries have come from the Department of Computer Science & Engineering and the Department of Linguistics at the University of Washington. The President intends to complete his current negotiations with the University of Washington and propose a program based on an exclusive relationship with that university for Board action.

03. The President proposed, in accord with his findings reported in Action 2005/04/24-02, that the last sentence in section 3.19 of the Bylaws be amended to "If no such person exists, the Department of Computer Science and Engineering of the University of Washington, the Department of Linguistics of the University of Washington, and the Esperantic Studies Foundation shall each have the right, within ninety (90) days or until a Director is in office, whichever is later, to appoint one (1) Director."

04. The Board resolved to adopt the amendment to the Bylaws proposed by the President in Action 2005/04/24-03.

05. The President reported that he had done additional research and obtained additional legal advice on possible kinds of federal tax exemption for the foundation. This work had led the President to conclude that the foundation could beneficially seek to be classified as a public charity under section 501(c)(3) or as a social welfare organization under section 501(c)(4) of the Internal Revenue Code, and would find the costs and restrictions entailed by classification as a private foundation under section 501(c)(3) unreasonable. He had compared the advantages and disadvantages of the two plausible statuses. He had concluded that, on balance, the superior status for the foundation would be that of a section 501(c)(4) social welfare organization, provided that it limited its activities to those that a section 501(c)(3) organization would be permitted to engage in. The President discussed the reasons for his conclusion with the Board. In accord with this conclusion, the President proposed that the Board amend its instructions to him in Action 2004/05/24-08 to change "the preparation and submission of an application for recognition by the Internal Revenue Service as a public charity" to "the preparation and submission of an application for recognition by the Internal Revenue Service as a social welfare organization".

06. The Board resolved to adopt the amendment to Action 2004/05/24-08 proposed by the President in Action 2005/04/24-05.

07. The President advised the Board that several restrictions on the foundation imposed by the Articles of Incorporation had been based on the initial supposition that the foundation would likely seek to be classified as a private foundation under section 501(c)(3) of the Internal Revenue Code and that it would be appropriate to amend articles 5 and 10 of the Articles of Incorporation to delete these restrictions and to amend inapplicable references to section 501(c)(3) of the Code. In particular, he proposed:

08. The Board resolved to adopt the amendments to the Articles of Incorporation proposed by the President in Action 2005/04/24-07.


I certify the correctness of the foregoing actions of the Board on 2005/04/24.



Jonathan Pool
Director

2005/04/27

Special Meeting

00. A special meeting of the Board took place on 2005/04/27. The purposes of the meeting were to elect additional Directors, elect officers, make organizational decisions, and make a decision on a proposed gift.

01. In accord with section 4.6 of the Bylaws, the President assumed the presidency of the meeting and appointed himself to act as the secretary of the meeting.

02. In accord with sections 3.4.2 and 3.5 of the Bylaws and Action 2004/05/24-04, the Board elected Emily Bender, an assistant professor of linguistics at the University of Washington, Director B, and Christine Evans, a student of computational linguistics at the University of Washington, Director C. They consented to serve as elected, and their terms, ending on 30 April 2008 and 30 April 2007, respectively, began.

03. In accord with section 4.2 of the Bylaws, the Board elected the following officers, they consented to serve as elected, and their terms, ending at the annual meeting in May 2005, began:

04. The President, noting the availability of the Articles of Incorporation, the Bylaws, and prior meetings' minutes on the foundation's Web site, gave the Board a summary of the foundation's main decisions and events to date, namely:

  1. the foundation's establishment in May 2004
  2. the Board's adoption of the Bylaws in May 2004, allocating minimal duties to officers other than the President and Treasurer and making directorship a volunteer activity
  3. the Board's decision in June 2004 to accept a contribution of real property dedicated to "advancing the philosophy, science, and technology of collaboration and communication among diverse human and artificial agents", particularly "advancing the philosophy, science, and technology of solutions to language barriers interfering with collaboration and communication among diverse human and artificial agents, such language barriers being understood to include structural ambiguity and such solutions being understood to include natural-language formalization"
  4. the Board's decision in June 2004 to liquidate all of the contribution property, and its liquidation from September to November 2004
  5. the President's decision to invest the assets acquired in the real-property liquidations in a diversified set of low-cost, partly indexed and partly managed mutual funds
  6. the Board's decision to authorize the President to lease an office for the foundation at the WRF Venture Center and the occupancy of that office since July 2004
  7. the Board's decision to fix the number of Directors at four and stagger the Directors' terms
  8. the Board's decision to accept the President's volunteer services and avoid or postpone the hiring of any employees
  9. the President's decision to accept the indemnification provided for by the Articles of Incorporation and to avoid or postpone the procurement of any director-officer liability insurance
  10. the President's procurement of occasional temporary contract professional services from Foundation Management Group (organizational strategy) and Davis Wright Tremaine (legal compliance)
  11. the Board's decision to pursue recognition as a social welfare organization exempt from federal income taxes and entitled to receive contributions deductible for federal gift taxes, under section 501(c)(4) of the Internal Revenue Code
  12. the President's decisions on details of the foundation's mission and interests, described on the foundation's Web site
  13. the President's decision to procure additional training in subjects central to the foundation's mission and interests for use in his foundation work
  14. the President's decisions to solicit an exclusive institutional beneficiary, to select the University of Washington among the candidate institutions, and to negotiate a gift agreement with that institution for presentation to the Board
  15. the President's decision to provide small amounts of foundation support to mission-related and humanitarian charities, while preserving the bulk of the foundation's assets for dedication to an exclusive institutional beneficiary
  16. the Board's decision to elect Directors B and C initially and to defer the recruitment of Director D, so that Directors A, B, and C elect Director D

The Board discussed these decisions and resolved to confirm its agreement with them. The Board also discussed possible candidates for Director D and the schedule and agenda of the annual meeting in May 2005.

05. The President presented to the Board a draft of a letter of intent between the University of Washington and the foundation, stating the foundation's intent, over a four-year period, to donate most or all of its own assets and obtain additional donations from others to the university for the establishment and operation of an interdisciplinary research center with a mission largely identical to that of the foundation. The gift installments after the first would be subject to the foundation's satisfaction, and the statement of intent would not be legally enforceable. The Board discussed the letter, the planning that led to it, possible outcomes, possible alternatives, other sources of funds to fulfill the letter's intent, and the relationship between foundation gifts and others' gifts pursuant to the letter. The Board resolved to authorize the President to execute the letter, if it is executed by the university, and to make a payment of the initial installment described in the letter, less any amount the President obtains a pledge for from any other donor.


I certify the correctness of the foregoing actions of the Board on 2005/04/27.



Jonathan Pool
Director

2005/05/26

Annual Meeting

00. An annual meeting of the Board took place on 2005/05/26. The purposes of the meeting were to elect officers, receive a report on the implementation of a gift, evaluate the foundation's financial condition, and approve a budget. The participating directors were: Jonathan Pool, Director A; Emily Bender, Director B; Christine Evans, Director C.

01. In accord with section 4.6 of the Bylaws, the President assumed the presidency of the meeting and appointed himself to act as the secretary of the meeting.

02. In accord with section 4.2 of the Bylaws, the Board elected the following officers, they consented to serve as elected, and their terms, ending at the annual meeting in May 2006, began:

03. The President announced the execution of Action 2005/04/27-05. He reported that he and the University of Washington Foundation had executed the letter of intent approved by the Action. The letter stated the foundation's intent to effectuate gifts from itself and others totaling $3,000,000 to the University of Washington Foundation to support the establishment and work of a Turing Center headquartered in the Department of Computer & Engineering in the School of Engineering of the University of Washington, with an initial installment of $1,000,000 and 4 subsequent installments of $500,000 each at annual intervals. The letter was expressly not an enforceable instrument, and the University of Washington understands that the work it does with the resources contributed by the foundation will need to satisfy the foundation in order to motivate the foundation to preserve its intent and enable the foundation to induce others to participate in the provision of support. In early May 2005 an individual contributor agreed to make a gift of $550,000 under the letter of intent and did so, and the foundation made a gift of $450,000 under the letter, thereby effectuating the intended $1,000,000 first installment.

04. The President announced that he had completed the required annual filings with the state and federal governments, by filing an Annual Return (Form 990) with the United States Internal Revenue Service and a Nonprofit Corporation Annual Report and a Charitable Trust Registration Renewal with the office of the Washington Secretary of State, and had posted these documents on the foundation's Web site for public inspection. The Annual Return included a required activity statement summarizing the foundation's activities from its commencement through the end of 2004.

05. The President summarized the financial condition of the foundation. Its assets had a book value of about $2.1 million at the end of 2004. After investment returns and the gift expense of $450,000 described in Action 2005/05/26-03, the fair market value of the foundation's assets as of 2005/05/25 was about $1.8 million. The President described the allocation of these assets among securities and said that he had been discussing a possible advisory contract with a professional investment advisor, but that no proposal had been received yet. The Board resolved to authorize the President to continue allocating the foundation's investment assets in accord with his current strategy and requested that by 2005/10/31 he make a proposal to the Board for an investment policy and an investment management plan.

06. The President proposed the following income and expense budget for the calendar years 2005 and 2006 (amounts in $000):

Category20052006
Asset FMV, beginning of year$2,167$1,818
Net investment income130109
Total income130109
Gifts to UW Turing Center450500
Other charitable gifts34
Office rent910
Staff training44
Director expenses12
Conferences and travel23
Other charitable expenses33
Legal services53
Other organizational expenses21
Total expenses479530
Asset FMV, end of year1,8181,397

This proposed budget was based on an assumption of 6% net investment income per year and on the assumption that the foundation would bear the entire expense of the subsequent gift installments to the University of Washington Foundation. The President presented longer-range forecasts based on these assumptions, under which the foundation's assets would be liquidated about the end of 2009. The Board discussed conditions under which the foundation could have additional assets at its disposal and the merits of alternative expense allocations. The Board resolved to approve the proposed budget, subject to amendments which it may subsequently make, and to authorize the President to incur expenses in each budget category not exceeding those specified by the budget.


I certify the correctness of the foregoing actions of the Board on 2005/05/26.



Jonathan Pool
Director

2005/08/11

Special Meeting

00. A special meeting of the Board took place on 2005/08/11. The purposes of the meeting were to review the foundation's legal status and financial condition and to discuss the activities of the foundation, its directors, and its supportee organization, the University of Washington Turing Center. The participating directors were: Jonathan Pool, Director A; Emily Bender, Director B; Christine Evans, Director C.

01. In accord with section 4.6 of the Bylaws, the President assumed the presidency of the meeting and appointed himself to act as the secretary of the meeting.

02. The President reported that the foundation was close to filing with the Internal Revenue Service a form 1024 application for recognition of tax exemption as a Section 501(c)(4) organization.

03. The President reported that the foundation's securities investments' fair market value had grown by about 10.5% since the end of 2004.

04. The Board discussed interactions with the University of Washington arising from the foundation's support.

05. The Board discussed various possible candidates for selection as an additional Director.

06. The Board discussed planned research by the foundation and the Turing Center on the management of ambiguity by controlled languages and the use of that research for the enabling of further research on the application of the LINGO Grammar Matrix to "aspectual dialects" (semantically interoperable controlled natural languages).

07. The Board discussed possible collaborations of the foundation and the Turing Center with the University of Washington Computational Linguistics Professional Master's Program and identified three promising forms of collaboration: (1) inclusion in the program's colloquium series of speakers from the foundation and the Turing Center, (2) hosting by the Turing Center of program interns during summer quarters, and (3) recruitment by the Turing Center of visiting professors as instructors of winter and spring elective courses in the program, with the sharing of costs by the Turing Center and the program.

08. The Board discussed the Turing Center's planning for the recruitment of short-term visiting scholars and expressed a particular interest in the potential benefits of small workshops.

09. The Board discussed the activities of the Turing Center during its first three months of existence and agreed to share individual notes on this topic with one another and with the Turing Center, including comments to be made by Director Bender on a Turing Center proposal for a machine-translation and controlled-language research project. The Board also expressed a willingness to meet occasionally or periodically with the advisory board and director of the Turing Center, and possibly with other invitees, for discussions and collaboration.

10. The Board discussed and expressed approval for holding another special meeting in late November or early December 2005, including a discussion of the activities of the Turing Center during its first six months of existence.


I certify the correctness of the foregoing actions of the Board on 2005/08/11.



Jonathan Pool
Director

2005/08/23

Special Meeting

00. A special meeting of the Board took place on 2005/08/23. The purpose of the meeting was to discuss activities of the foundation's supportee organization, the University of Washington Turing Center. The participating directors were: Jonathan Pool, Director A; Emily Bender, Director B; Christine Evans, Director C.

01. In accord with section 4.6 of the Bylaws, the President assumed the presidency of the meeting and appointed himself to act as the secretary of the meeting.

02. The Board discussed recent consultations with the Turing Center on its planning for research, seminars, lectures, and other activities, and for the administrative and professional staffing of the Turing Center. Facts discussed included the Turing Center's intent to emphasize initially research on the lexical aspects of the automatic compilation of multilingual resources on the basis of unilingual resources and the Turing Center's intent to emphasize projects that produce measurable performances rather than projects of strategic assessment, forecasting, and planning. The Board discussed the likely benefits and risks of the Turing Center's research strategy and various ways in which the members of the Board could help the Turing Center achieve excellent results. The Board members agreed that they would as a group of individuals offer their help to the Turing Center in the organization and management of an interdisciplinary series of occasional seminars, lectures, and panel discussions.


I certify the correctness of the foregoing actions of the Board on 2005/08/11.



Jonathan Pool
Director


I certify that the Board of Utilika Foundation took the actions described in the foregoing Minutes.



Jonathan Pool
President

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