Utilika Foundation

Minutes, 2007


Contents and Synopsis

2007/05/17: Annual meeting of Board. Director elected. Officers elected. Exemption recognition reported. Activities discussed.

2007/10/08: Special meeting of Board. Investments and activities reviewed and discussed. Budget approved.

2007/11/06: Special meeting of Board. Gift approved.

2007/12/13: Special meeting of Board. Contract research authorized, indirect-cost policy approved, activities discussed, and gift offer approved.

2007/12/19: Special meeting of Board. Gift approved.


2007/05/17

Annual Meeting

00. An annual meeting of the Board took place on 2007/05/17. The purposes of the meeting were to elect a director, 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 sections 3.4.2 and 3.5 of the Bylaws and Action 2004/05/24-04, the Board elected Christine Evans, a student of computational linguistics at the University of Washington, Director C. She consented to serve as elected, and her term, ending on 2011/04/30, 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 2008, began:

04. The President announced that the United States Internal Revenue Service had acted on 2007/05/01 on the application for federal tax exemption (Form 1024) that President had filed in accord with Action 2005/05/23-03. The Service's letter stated, "We are pleased to inform you that upon review of your application for tax-exempt status we have determined that you are exempt from Federal inrcome tax under section 501(c)(4) of the Internal Revenue Code." The effective date of exemption according to the Service is 2004/05/03.

05. The President announced that he had filed a timely request on United States Internal Revenue Service Form 8868 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 2007/05/15 to 2007/08/15. Because of this delay, he proposed that the Board review the foundation's financial condition and a budget for 2007 and 2008 at a subsequent meeting in 2007 and that until then the provisions of the budget adopted in Action 2005/05/26-06 be extended pro rata. The Board consented to this proposal.

06. The President informed the Board that in accord with the discretion granted to him by Action 2005/05/26-06 he had entered into an agreement with the Unicode Consortium making the foundation an Associate Member of the Consortium and had paid the first annual membership fee of $1,500.00 to the Consortium in 2006. He and the Vice President reported that they had attended some of the meetings of the Unicode Technical Committee in 2006. The President proposed that the foundation renew its membership in the Consortium in 2007. The Board approved this proposal.

07. The Board discussed activities of the foundation and supported by the foundation, including research conducted by the Turing Center, and recent discussions between directors and Turing Center personnel. The Board asked the President to facilitate further exchanges of thoughts between the Board and the Turing Center's personnel.


I certify the correctness of the foregoing actions of the Board on 2007/05/17.



Jonathan Pool
Director

2007/10/08

Special Meeting

00. A special meeting of the Board took place on 2007/10/08. The purposes of the meeting were to review and discuss investments and activities 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. The President announced that he had filed the required Annual Return (Form 990) for 2006 with the United States Internal Revenue Service and had posted it on the foundation's Web site for public inspection. The Annual Return included a required activity statement summarizing the foundation's activities. The President asked all directors to provide written summaries of their activities during 2007 for use in the Annual Return for 2007.

03. The President summarized the investment performance of the foundation. The assets had a current market value of about $2.1 million.

04. The President proposed the following income and expense budget for the calendar years 2007, 2008, and 2009 (amounts in $000):

Category200720082009
Asset FMV, beginning of year$1,797$1,388$948
Net investment income1088357
Total income1088357
Gifts to UW Turing Center500500500
Other charitable gifts456
Office rent000
Staff training344
Director expenses234
Conferences and travel345
Other charitable expenses457
Legal services001
Other organizational expenses123
Total expenses517523530
Asset FMV, end of year1,388948475

This proposed budget was based on an assumption of 6% net investment income per year and on the assumption that the gift installments to the University of Washington Foundation envisioned in Action 2005/04/27-05 would be made and that the foundation would incur their entire cost. The Board discussed conditions that could cause the foundation's assets to deviate from those foreseen in the proposed budget. 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.

05. The Directors summarized the foundation-related research and training they had recently engaged in and were planning.

06. The President summarized a project, led by Research Associate Susan Colowick, involving the production of XML-format metadata on publications published by the foundation, in cooperation with Google, Inc., for use by the Google Scholar scholarly-literature search service.

07. The Board discussed the possibility of electing a fourth member to the Board.

08. The Board discussed possible members for the Advisory Board of the University of Washington Turing Center, in response to an inquiry from its director.

09. The Board discussed the suggestion by the director of the Turing Center that its pursuit of research on natural-language formalization might benefit from, or require, the recruitment of an "evangelist" to promote interdisciplinary collaboration. The Board discussed individuals that might be appropriate candidates for such a position and discussed the possibility that the foundation itself might offer to sponsor the activity. The Board also discussed several fields of scholarship and engineering with which collaboration could be beneficial. Director B mentioned the National Science Foundation's Cyber-Enabled Discovery and Innovation (CDI) Program as a possible source of support for such collaborative research. The Board resolved that it would continue its discussions on these matters with appropriate candidates and with the director of the Turing Center.

10. The Board discussed the provision of further support to the Turing Center. Before acting on a specific amount of support, the Board instructed the President to investigate the various kinds of support that the foundation could provide and the requirements of each, and to report the findings to the Board.


I certify the correctness of the foregoing actions of the Board on 2007/10/08.



Jonathan Pool
Director

2007/11/06

Special Meeting

00. A special meeting of the Board took place on 2007/11/06. The purpose of the meeting was to approve a 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 resolved that the foundation make a payment of $100,000.00 to the University of Washington Foundation for support of the Turing Center in fulfillment of a portion of the third installment of the gift which the foundation had expressed its intent to effectuate in its letter executing Action 2005/04/27-05.


I certify the correctness of the foregoing actions of the Board on 2007/11/06.



Jonathan Pool
Director

2007/12/13

Special Meeting

00. A special meeting of the Board took place on 2007/12/13. The purposes of the meeting were to approve expenditures for contract services, adopt a policy on the payment of indirect costs to grant recipients, discuss research supported by the foundation, and approve an offer of gifts. 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 requested authorization to spend $6,600.00 for research to be performed under contract by experts in computational linguistics and information science. The President described 11 research topics and asserted that research on these topics would help the foundation pursue its mission and interests and support research being conducted by the University of Washington Turing Center. After extensive discussion, the Board resolved to authorize the expenditure.

03. The President proposed that the foundation adopt a policy of allowing the recipient of any grant by the foundation to partition the amount of the grant into a direct-cost amount and an indirect-cost amount, such that the indirect-cost amount does not exceed 12% of the direct-cost amount. The President reported that this indirect-cost rate would be typical of those allowed by other nongovernmental foundations in the United States. After discussion, the Board approved the proposal and instructed the President to publish it.

04. The President and Director B reported on research planning related to the foundation's mission and interests. The President reported on plans for research on natural-language formalization being made by the Turing Center with his assistance. Director B reported on a grant proposal for research on panlingual translation being prepared by 3 University of Washington faculty members, including 2 affiliated with the Turing Center. The Board discussed how the foundation could optimally support these activities.

05. The President proposed that the foundation offer to make an additional gift of $350,000.00 and an additional contingent gift of $50,000.00 to the University of Washington Foundation for support of the Turing Center's research on natural-language formalization and associated technologies and activities from January 2009 to January 2010 and state an intent to make further gifts to the same beneficiary for the preparation of, and the sharing of the costs of, proposals to other entities for such research projects. The President proposed that this action be considered an amendment of Action 2005/04/27-05 and that he state the offer in a letter to the proposed beneficiary. After extensive discussion, the Board approved the proposal.


I certify the correctness of the foregoing actions of the Board on 2007/12/13.



Jonathan Pool
Director

2007/12/19

Special Meeting

00. A special meeting of the Board took place on 2007/12/19. The purpose of the meeting was to approve a 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 President reported that the Turing Center had accepted the proposal made by the foundation pursuant to Action 2007/12/13-05 and that subsequent discussion among the Board and between the Board and the Turing Center had revealed a consensus in favor of an amendment to the terms of that Action eliminating the $50,000.00 contingent gift, increasing the noncontingent gift by $50,000.00, and specifying 2008/01/11 as the date by which the foundation would remit the gift.

03. The President proposed, pursuant to Action 2007/12/13-05 and subsequent discussions thereon, that the foundation make a gift of $400,000.00 on or before 2008/01/11 to the University of Washington Foundation for support of the Turing Center's research on natural-language formalization and associated technologies and activities from January 2009 to January 2010. The Board approved the proposal.


I certify the correctness of the foregoing actions of the Board on 2007/12/19.



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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