Utilika Foundation

Minutes, 2006


Contents and Synopsis

2006/02/28: Special meeting of Board. Activities discussed.

2006/05/23: Annual meeting of Board. Officers elected. Activities discussed.

2006/07/27: Special meeting of Board. Gift approved.

2006/12/22: Special meeting of Board. Activities, and resources discussed.


2006/02/28

Special Meeting

00. A special meeting of the Board took place on 2006/02/28. The purposes of the meeting were to discuss activities of the foundation and 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 research, seminars, lectures, and other activities of the Turing Center. These included the events organized by the Turing Center Events Committee, consisting of Jonathan Pool, Emily Bender, and Christine Evans, which the Turing Center had appointed in response to their proposal ensuing from Action 2005/08/23-02.

03. Director B, Emily Bender, informed the Board about a conference to take place in June 2006 titled the Digital Tools Summit in Linguistics. The Board discussed the benefits that collaboration with that conference could confer on the activities supported by the foundation. The Board discussed the possibility of providing some financial support to the conference but agreed that it would defer any such action and suggest to the Turing Center the possibility that it could benefit from participating in and supporting the conference and organizing a discussion within the conference focused on the interests of the Turing Center.


I certify the correctness of the foregoing actions of the Board on 2006/02/28.



Jonathan Pool
Director

2006/05/23

Annual Meeting

00. An annual meeting of the Board took place on 2006/05/23. The purposes of the meeting were to elect officers and discuss regulatory compliance and activities. 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 2007, began:

03. The President announced that he had completed with professional legal assistance the preparation of an application for federal tax exemption (Form 1024) and intended to file it in June 2006. He announced that there is no statutory limit on the time that may elapse before such an application is filed.

04. The President announced that he had filed a timely request for an automatic three-month extension of the date by which the foundation's annual return (Form 990) must be filed, thereby extending the date from 2006/05/15 to 2006/08/15. Because of this delay, he proposed that the Board review the foundation's financial condition and a budget for 2007 at a subsequent meeting in 2006. The Board consented to this proposal.

05. The President entered into the meeting's record the facts that the Board had decided in writing on 2006/05/18 to make a grant of $1,500.00 to the University of Kansas Center for Research for support of the Digital Tools Summit in Linguistics, 2006, and that the President had transmitted that grant to the grantee. The Board discussed the fact that the Turing Center would be sending four researchers to that conference in June but preferred that the foundation provide support directly to the conference rather than indirectly through the Turing Center.

06. The Board discussed activities of the foundation and supported by the foundation, including a research report produced by the Turing Center on the contribution of controlled lexical input to the improvement of the precision of statistical automatic translation.

07. The Board discussed the planning currently under way in the Turing Center for further research, including projects to be considered for which Emily Bender and Jonathan Pool have been asked and have agreed to draft requirements.


I certify the correctness of the foregoing actions of the Board on 2006/05/23.



Jonathan Pool
Director

2006/07/27

Special Meeting

00. A special meeting of the Board took place on 2006/07/27. The purposes of the meeting were to discuss activities of the foundation and of the foundation's supportee organization, the University of Washington Turing Center, and to make a decision on a proposed gift. 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 reviewed the printed annual report and the expense records provided to the foundation by the Turing Center and discussed the Turing Center's past and planned research, publications, seminars, lectures, and other activities, including foundation Directors' activities in support thereof.

03. The Board resolved that the foundation make a payment of $500,000.00 to the University of Washington Foundation for support of the Turing Center in fulfillment of the second installment of the gift which the foundation had expressed its intent to effectuate in its letter executing Action 2005/04/27-05, and that the Board further cooperate with the Turing Center by assembling and communicating to it the Directors' thoughts and hopes about its work and invite its director to meet informally with the Board for a discussion.


I certify the correctness of the foregoing actions of the Board on 2006/07/27.



Jonathan Pool
Director

2006/12/22

Special Meeting

00. A special meeting of the Board took place on 2006/12/22. The purposes of the meeting were to discuss the activities and resources 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 Board discussed the activities and resources of the foundation, its directors, and its supportee organization, the University of Washington Turing Center. The activities included the research of director Emily Bender, her students, and potential expert and lay collaborators during the next five years on the Grammar Matrix project; related research on morphological analysis that would benefit this research; colloquia and symposia related to both of these research topics and to the Turing Center's symposium on ontologies for human-machine and panlingual human communication held on 2006/11/07, which had been attended by about 40 participants; the foundation's reviews and support of work of the Turing Center, including a meeting between the directors and the director of the Turing Center, which had taken place on 2006/10/24; and the project ideas that the Turing Center had documented as part of its 2005-2006 annual report. The resources included the assets of the foundation, which the president reported had a current fair market value of approximately $1.79 million; support for the Grammar Matrix project being considered by the National Science Foundation; and the grants and gifts from various organizations supporting the Turing Center.

03. The president observed that the foundation's assets, barring any substantial decline in investment markets, were sufficient to permit the foundation to fulfill the remainder of the support payments which it intended to make to the Turing Center in accord with Action 2005/04/27-05. The Board discussed possible investment strategies. The directors developed a consensus that the foundation should continue following a moderately risk-acceptant strategy of diversifying asset allocation.

04. The directors developed a consensus that they, led by director Emily Bender, will encourage morphological research that would support the Grammar Matrix project and will devote thought and effort to the development of elements of the Grammar Matrix that would permit it to obtain worldwide expert and lay contributions of linguistic facts and participation in grammar testing.

05. The directors developed a consensus that they are satisfied with their decision, effectuated by Action 2005/04/27-05, to select the Turing Center as the sole institutional beneficiary of the foundation, that they consequently do not intend to solicit or consider proposals for major support to other beneficiaries, and that they intend to direct any promising opportunities for such support that may come to their attention to the Turing Center for its consideration. The directors clarified that this position, like any other position of the Board, is revocable if and when conditions warrant. The president restated his understanding that the letter executing Action 2005/04/27-05 imposes no legal obligation on the foundation to provide any further support to the Turing Center, but expressed an opinion, which the directors by consensus accepted, that the foundation has a moral obligation to continue providing such support insofar as the foundation's assets permit and the Turing Center's work merits.

06. The directors, by consensus, reviewed and clarified the foundation's intent to provide support to the Turing Center, expressed in the letter executing Action 2005/04/27-05. The directors clarified that, as long as the Turing Center remains the foundation's sole institutional beneficiary, the Board considers the principal that is subject to that letter and that has not yet been awarded to be held for the benefit of the Turing Center. The directors further clarified that the schedule of intended payments set forth in the letter is intended to provide, in effect, a guarantee to the Turing Center that any termination, decrease, or deceleration in support from the foundation will take place with at least one year's advance notice to the Turing Center, given that the foundation's initial gift to the Turing Center was in the amount of $1,000,000 and the assumption shared by the foundation and the Turing Center that the Turing Center will expend funds received from the foundation at a rate of approximately $500,000 per year. The directors further clarified that they consider themselves free not only to make or not make each of the future payments described in the letter, namely the payments to take place in 2007, 2008, and 2009, but also to increase, decrease, accelerate, and/or decelerate one or more of those payments. For example, were the Turing Center to develop research plans that required accelerated support and were the Board convinced of the merits of those plans, the Board could at its discretion make one or more future payments earlier or in a greater amount than envisioned in the letter, at the expense of later payments. Conversely, were the Board convinced that the Turing Center had made beneficial use of the foundation's support (or had made use of all of its resources in ways that substantially advance fulfillment of the foundation's mission) at a pace slower than $500,000 per year, the Board could at its discretion either delay or decrease the next anticipated payment of support. The directors further clarified that any such delay or decrease would, unless counterbalanced by subsequent accelerations or increases in payments, have the effect of prolonging the foundation's support to the Turing Center. The directors discussed the possibility of sharing the growth of the foundation's assets with the Turing Center in the form of additional discretionary gifts, particularly in the event of any deceleration in future payments.

07. The directors, by consensus, decided to continue their consultations with the Turing Center, communicate the understandings developed at the meeting to the Turing Center, invite the Turing Center to brief the foundation from time to time on its work and particularly on accomplishments whose expected future benefits the foundation might otherwise not be able to observe or forecast, and offer, in response to such briefings, to give the Turing Center statements of the foundation's views of the Turing Center's work at quarterly or less frequent intervals, as the Turing Center may prefer.


I certify the correctness of the foregoing actions of the Board on 2006/07/27.



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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