Utilika Foundation

Minutes, 2011

Contents and Synopsis

2011/06/01: Annual meeting of Board. Contribution restriction modification and activities discussed. Director elected. Officers elected. Budget approved.

2011/11/20: Special meeting of Board. Sponsorship agreement approved.


Annual Meeting

00. An annual meeting of the Board took place on 2011/06/01. The purposes of the meeting were to elect directors, approve a budget, discuss a modification of a restriction on a contribution, and discuss activities. The participating directors were: Jonathan Pool, Director A; Emily Bender, Director B.

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 the following facts about the directors and their terms from minutes of previous meetings:

The President took note of the fact that the terms of three of the four directors, Directors A, C, and D, had expired. He stated that the bylaws make no provision for or against the continuation of directorships after the ends of their terms, but that under RCW 24.03.100, part of the Washington Nonprofit Corporation Act, “Each director shall hold office for the term for which the director is elected or appointed and until the director’s successor shall have been selected and qualified.” He stated that he interprets that clause to require the foundation to recognize Directors A, C, and D as still in office until re-elected or replaced. There was no disagreement with this interpretation.

The President also reported that Director D had submitted a written resignation, because of a lack of adequate time, on 2011/04/10. As a consequence, there were only 3 directors in office (Directors A, B, and C), and the 2 directors in attendance constituted a quorum.

03. In accord with sections 3.4.2 and 3.5 of the Bylaws, the Board elected Jonathan Pool Director C. He consented to serve as elected, and his term, ending on 2015/04/30, began. He then resigned, as of his election as Director C, from his office as Director A. The composition of the Board thereby became:

04. The President reported on deviations of the foundation’s assets and expenditures from the amounts projected in the budget adopted in Action 2007/10/08-04. The budget projected that the fair market value of the foundation’s assets would be $475,000 on 2009/12/31. However, two $500,000 gifts to the UW Turing Center projected for 2008 and 2009 were not made, in accord with the President’s implementation of Action 2008/09/23-02’s decision “to dedicate the remaining foundation assets mainly to the continued expansion and enhancement of TransGraph, its conversion into a stable interactive public resource, and its management and promotion.” This expenditure decrease increased the projected value of the foundation’s assets as of 2009/12/31 by $1,000,000, from $475,000 to $1,475,000. The volatile prices of investment securities made the fair market value of the foundation’s assets temporarily differ substantially from what what had been anticipated. The assets had fair market values of about $977,000 at the end of 2008, $1,314,000 at the end of 2009, and $1,440,000 at the end of 2010. The value had reached approximately $1,470,000 by 2011/05/25.

The foundation’s 2009 annual return was filed when due with the IRS and posted for public access.

05. The President reported that he had modified the foundation’s investment strategy. Formerly, relying largely on advice from a paid advisory service, he had himself maintained a portfolio with the Vanguard Group. Under the new strategy, the foundation’s investment assets are managed by the Social Equity Group, a registered investment advisor that specializes in socially responsible investment. Both strategies involve broad diversification, a tactic expected to make drastic changes in total value unlikely.

06. The President proposed the following income and expense budgets for the calendar years 2010–2012 (amounts in $1,000s):

Category 2010 2011 2012
Asset FMV, beginning of year $900 $1,440 $1,450
Net investment income 584 70 70
Total income 584 70 70
Charitable gifts 5 5 5
Staff training 4 4 4
Director expenses 4 4 4
Conferences and travel 4 5 6
Major charitable expenses 20 30 50
Other charitable expenses 5 10 15
Legal services 0 0 4
Other organizational expenses 2 2 2
Total expenses 44 60 90
Asset FMV, end of year $1,440 $1,450 $1,430

The proposed budget for 2010 is retroactive, because no budget was adopted for that year, and its investment income amount has been set so as to make the asset value at the end of the year equal the actual value. The proposed budgets for 2011 and 2012 were based on an assumption of 5% net investment income per year. The increases in conferences and travel and in other charitable expenses were based on the expectation that the PanLex project will increasingly involve collaborative acquisition and validation of data and promotion of the use of the resource. The category of “major charitable expenses” was defined as charitable expenses requiring the approval of the board of directors.

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, except “major charitable expenses”, not exceeding those specified by the budget.

The President described the resulting state of the “Director expenses” category: $5,500 had been spent so far, charged to Director Bender’s entitlement, for support of the 2011 DELPH-IN Summit conference, including a session on PanLex, and no other expense had been charged to the “Director expenses” category out of the $16,000 budgeted through 2010 and the $4,000 budgeted for 2011. Since there were now 2 directors in office, possibly to be increased to 4 in 2011, each current director had a total entitlement of $8,000 from the amounts budgeted through 2010 and $1,000 from the amount budgeted for 2011. Director Bender’s entitlement balance was now $3,500, and Director Pool’s was $9,000.

07. The President reported that the restrictions on the contribution received by the foundation pursuant to Action 2004/06/09-04 had been modified by the contributor in a writing dated 2011/05/26. Specifically, the contributor had written:

I hereby modify the restrictions on my contribution of real property to the foundation stated in my memorandum to you of 8 June 2004, as follows.

The phrase "your expenditures from the corpus and earnings of the contribution during the following overlapping biennial time periods" is modified to "your expenditures from the corpus and earnings of the contribution during the following overlapping biennial time periods, less any such preceding expenditures in excess of the amounts required for compliance with this requirement,".

The purpose of this modification is to permit you to satisfy the minimum-expenditure requirement cumulatively, such that expenditures exceeding the requirement during any period may be carried forward and applied to subsequent periods.

I understand that, if it applies, the Uniform Prudent Management of Institutional Funds Act of Washington permits you to accept this modification of restrictions.

The President reported that this modification made compliant the expenditures of the foundation during the 2009–2010 and 2010–2011 biennia that would otherwise be insufficient to comply with the restriction.

08. The President delivered the following report of activities:

Report to the Board of Directors

Jonathan Pool, President

Date: 2011/06/01

This report summarizes the main activities of the foundation since our last discussion of activities at the meeting of 2008/09/23.

The foundation has worked to expand the PanLex database, with an emphasis on the inclusion in it of data on low-density languages. The graph below summarizes the history of the growth of the database. As an example, after the last import into PanLex of the data from TransGraph, there were 83 language varieties with at least 600 expressions (lemmas) each. By the Board’s last review of activities in September 2008, this count had increased to 182 languages. By 28 February 2011 it was 568. The end of importation from the TransGraph database and the acquisitions of three particularly multilingual resources are marked on the graph.

PanLex Growth History

The basis of this expansion effort is resource curation, which has also absorbed a relatively large effort. A list of about 3,300 obtained resources is available for public inspection. For each item in this list, there are a set of data physically in our possession and a set of metadata assigning values to about 25 attributes, including a list of the language varieties the resource is identified as covering. We have also recoded most of the resources to UTF-8.

The incorporation into the database of facts from additional lexical resources has been pursued with improved methods, so as to speed the acquisition of data from the approximately 2,000 resources not yet consulted. The algorithms for format conversion have been made more modular and thereby more maintainable. Since late 2010, we have also been employing in vivo lemmatic validation on most newly processed resources. To enhance the quality of in vivo validation, we (mainly research associate Susan Colowick) have been retroactively standardizing widely used expressions that exhibit orthographic variety, generally selecting as preferred forms those with the highest attestation scores.

An exploration of techniques for the enhanced automation of the acquisition of data for PanLex, under the direction of Timothy Baldwin, began in early 2010. Results of an initial experiment were reported at Coling 2010. As of now, the techniques being explored have not been developed sufficiently for use in production.

PanLex-related publications and presentations since the Board’s last review of activities include:

While most resource acquisition so far has been unilateral (we obtain a local copy of a digital resource posted on the web), we have collaborated with a few resource partners:

Intellectual-property claims impose some limits on the expansion of PanLex. The creators of some resources assert rights that, taken literally, would prohibit a person reading a resource from later even making use of what he or she had learned from it. Other resources are in the public domain. Between these extremes, many resources have been published subject to explicit or implicit copyright and various claims and restrictions, including various copyleft-type licenses and prohibitions of commercial use. The above-mentioned metadata that we record for resources used, or to be used, for PanLex include data on intellectual-property claims and permissions. In directing the PanLex project I take such claims into account, insofar as they appear to be understandable and enforceable, but, in most cases, I believe the owners of lexical resources could not prohibit the foundation from recording in PanLex information contained in those resources. This belief is based on the understanding that what we do with a resource is to record some of the facts asserted in it, in a novel (recoded, normalized, structured, interoperable) form. (In other words, PanLex doesn’t copy source X, but instead tells the world that some user of PanLex who has consulted source X claims that source X either states or implies that word Y is a translation of word Z.) In addition, I believe that PanLex typically advances the purposes of a contributing resource’s creator by making the facts contained in the resource more accessible and usable and referring users of those facts to the original resource for more detailed information. Until now, no claimant has asked us to remove facts based on a resource from PanLex. Some (e.g., LINCOM GmbH and SIL International) have expressly approved our use in PanLex of some or all of their data. However, some possessors of resources have demanded payment for providing easily processable versions for use in PanLex, and others have refused to provide such versions at all. The inclusion of funds for legal services in the 2012 budget reflects an assumption that intellectual-property issues, as well as contractual issues more generally, will likely become more complex as the PanLex project progresses.

There has been a secondary effort to improve the performance of the PanLex database server. This work, assisted by PostgreSQL Experts, Inc., has made substantial progress, decreasing the execution time of 2-hop indirect translation by up to 2 orders of magnitude. The primary means to this progress have been an increase in the server’s memory to 32 GB, version upgrades to PostgreSQL, and the sequentialization of critical graph-search algorithms. The improved execution speed has made it possible to provide, within the experimental PanLex user interface, an option to evaluate (crudely) all 2-hop indirect translations from an arbitrary expression into an arbitrary language variety and display the “best” of them with their scores, as in this example:

2-hop evaluated translation example

In my judgment, it is prudent to continue the centralized curation and fact-mining of resources as the main activity of the foundation for approximately the next year. As we continue to exhaust the easily parsable resources, a gradual increase in collaborative content acquisition will be necessary, to deal with both complex scripts and obfuscated PDF formats. We have posted notices of the availability of volunteer opportunities working on PanLex and have responded to inquirers. Persons combining competence in several language families with programming and SQL skill could help us process resources, but such persons have not yet come forth as volunteers or even as candidates for paid work.

In addition to the continued acquisition of lexical data and the automation of that acquisition, PanLex can benefit from research that improves the quality, visibility, and applicability of the resource. In 2011 we introduced an internship program to stimulate and support such work, and so far we have entered into agreements with 8 interns at 6 universities. The interns were selected from more than 40 applicants and appear well qualified to do valuable work, though their projects are only now beginning or yet to begin.

During the last 2 months I have explored the possibility of reorganizing the foundation into a fiscally sponsored project of another foundation. This could benefit the PanLex project by decreasing administrative reporting and accounting burdens and qualifying the project for tax-deductible contributions. Discussions with potential sponsors are still under way.

The Board discussed the report and future activities. Director Bender called attention to the work of the Working Group on Open Linguistic Data of the Open Knowledge Foundation.

I certify the correctness of the foregoing actions of the Board on 2009/06/01.

Jonathan Pool


Special Meeting

00. A special meeting of the Board took place on 2011/11/20. The purpose of the meeting was to consider a sponsorship agreement. The participating directors were: Emily Bender, Director B; Jonathan Pool, 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, in consultation with Director Bender, he had investigated the costs and benefits of entering into an agreement for fiscal sponsorship of the foundation’s work by another foundation. He stated that the foundation’s interests had become focused on a single project, PanLex, and that this made it reasonable to consider reorganizing the foundation as another foundation’s fiscally sponsored project. The benefits would include a decrease in bookkeeping, banking, investment-management, governmental reporting, and other administrative effort; increased competence in general and grant administration; increased credibility; and the acquisition of tax-deductibility for received contributions. The costs would include a decrease in autonomy and an obligation to pay indirect costs to the sponsoring foundation. He said that his discussions with the Tides Foundation, The Long Now Foundation, and other foundations had led him to prefer The Long Now Foundation as a sponsor, in part because its sponsorship would confer additional benefits in the form of research and development collaboration, and that he had reached agreement with that foundation on the terms of a sponsorship that, in his opinion, would probably provide substantially more benefit than cost to the PanLex project. He said that the execution of the agreement by the two foundations would permit Utilika Foundation to reorganize so as to eliminate most or all of its administrative burdens, with such reorganization taking the form of (1) sufficiently small amounts of activity, assets, and income to avoid governmental reporting, (2) dormancy, (3) conversion into an unincorporated entity, or (4) termination of legal existence. He circulated the proposed agreement for review and discussion. The President proposed that the foundation accept the agreement. The Board approved this proposal.

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

Jonathan Pool

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