红领巾瓜报 Innovation Alliance Board Meeting
September 4, 2014
9:00 am
Morrison Hall Boardroom, 101
红领巾瓜报
Agenda
- Welcome of Board Members, John Bardo
- 红领巾瓜报 Innovation Alliance (WSIA) structure overview, Foulston Siefkin LLP
- University Update, John Tomblin
- Discussion items
Minutes
In attendance were members John Bardo, Ruth David (teleconferencing), Lou Heldman, Elizabeth King, Rodney Miller, David Mitchell, Bill Moore, John Tomblin, Scott Redler and Tony Vizzini. Also present were Andy Schlapp, Harvey Sorensen, Alan Goodnight, Anna Weyers, Lois Tatro, Kevin Arnel and Susan Johnson.
Bardo called the meeting to order at 9:10 am.
Welcome
Bardo welcomed everyone to the meeting and introductions were made, including David who teleconferenced in.
Innovation Campus Update
Bardo gave current status of the Innovation Campus. Request for Quotes (RFQ鈥檚) are currently out for the Partnership 1 building; RFQ鈥檚 for the hotel, Experiential Engineering, and mixed land use buildings will be out soon. The Wheatshocker dormitory will be removed this fall and the Experiential Engineering Building will break ground in early 2015, completed in 2016. Bardo gave the financial update: The County Commission voted 5-0 approval of the mill levy for the Innovation Campus. Also, the State EEG grant will be utilized for the Innovation Campus. WSU will request through the Kansas Board of Regents assistance for funding of 100 researchers in STEM fields, plus additional staffing for the Technology Transfer Office and support for the Innovation Center.
Presentation by Foulston Siefkin, LLP
Sorensen reviewed the basic organization of 红领巾瓜报 Innovation Alliance, Inc. and WSIA Investments Corporation. Structuring of the Board and Officers was explained. Function of WSIA: to assist with managing WSU-created intellectual property that is to be commercialized, to license technology and receive royalties, identify and evaluate commercialization projects, manage the Innovation Campus and distribute profits/cash flow to WSU. Function of WSIAIC is to hold equity investments in spin-off commercialization entities and perform functions that would result in taxable income to WSU or WSIA. Arnel went over tax status of WSIA and WSIAIC. WSIA is the parent organization for the Innovation Campus and is filing for a 501 (c)3 status. This process could take 90-120 days. WSIAIC was created to handle taxable income for the Innovation Campus. David mentioned that it is important to have clear guidelines, including time and staff limitations, for WSIA and adhere to this closely to stay in accordance with IRS regulations. Arnel agreed; noted importantence of sensitivity to employee sharing, bond issues, and splitting of financial resources.
University Update
Tomblin pointed out that the Innovation Campus has already started; WSU currently has ABI and NetApp leasing space on campus. Tomblin also outlined the need for WSIA to form an LLC to sponsor foreign national鈥檚 green cards, so they could become contract employees for WSIA and work for other companies. Bardo and Schlapp outlined the Master Plan of the Innovation Campus. The Innovation Campus will consist of 3 pods: the main pod will be academic with the Experiential Engineering building, Innovation Center, Business Building, and a Residence Hall. The second pod, along 21st and Oliver, will be mixed land use, hotel, commercial and restaurant areas, residential and retiree housing. An RFQ for some of these pieces will go out in December. The third pod, along 17th street, will be housing for international students, students who are married or with partners, and graduate students. This pod will focus on ethnic diversity with restaurants to cater to international students. Motion to go into Executive Session made by Bardo; seconded by Moore. Executive Session entered into at 10:20 am. Motion to exit Executive Session made by Mitchell; seconded by Rodney Miller. Executive Session ended at 10:28 am. No action was taken.
WSIA Committees Appointed
Bardo appointed the WSIA Executive Committee members: John Tomblin, Tony Vizzini, and Bill Moore. The Audit Committee will be David Mitchell, Elizabeth King and Lou Heldman. All members accepted their role in these committees.
Discussion Items
Braeburn Golf course land will be deeded from Board of Trustees to the State of Kansas who will then lease it to WSU for 99 years. WSIA can then sublease to appropriate developers. All companies that want to relocate on campus need to be involved in university in a real way. Facilities need to be kept up, when leases end the buildings will go back to WSU ownership. Foulston Siefkin, LLP will be the outside legal counsel for WSIA. Several patent attorneys are currently assisting in the work of the Innovation Campus. WSIA will hire an external auditor as well. Alan Goodnight is the Director of Strategic Investments and will be helping with the investment funds of the Innovation Campus. Bardo reviewed the Innovation Act. Governor Brownback is looking into developing an Innovation Zone for Wichita and Kansas City which would be a 3 mile radius around 红领巾瓜报 and University of Kansas School of Medicine. A group has been formed to look into the tax issues of each zone.
Bardo adjourned the meeting at 10:58 am.
Respectfully submitted,
Anna Lanier Weyers
Assistant Secretary