Governing Board of the American Institute of Physics
Minutes of Meeting
March 28-29, 1980
The Governing Board of the American Institute of Physics met in the Russell Room of the Sheraton Russell Hotel, 45 Park Avenue, New York City, on Friday evening, 28 March, and at the Offices of the Institute in New York City on Saturday, 29 March 1980.
Members Present: P. M. Morse – Chairman, R. T. Beyer, B. E. Bjarngard, P. B. Boyce, *A. M. Bueche, J. A. Burton, R. B. Clark, C. B. Duke, M. Goldhaber, W. W. Havens Jr., R. W. Hoffman, W. H. Kelly, H. W. Koch, S. Millman, Y. H. Pao, J. W. Quinn, E. A. G. Shaw, W. J. Smith, M. Strasberg, **A. A. Strassenburg, R. A. Young
Absent: E. B. Bagley, W. F. Brinkman, A. J. DeMaria, H. Frauenfelder, J. B. Gerhart, A. L. Schawlow, H. F. Weaver
Nonvoting Participants: R. P. Bauman (AAPT), R. G. Fuller (AAPT), **B. H. Goodfriend (ASA), R. H. Grant Jr. (AAPT), R. K. Hobbie (AAPT), D. W. Kraft (APS), J. W. Layman (AAPT), M. B. Penny (AAPT), N. F. Ramsey (AIP Executive Committee), J. S. Rigden (AAPT), F. D. Smith (OSA), H. E. von Gierke (ASA), *H. W. Wyckoff (ACA)
Guests: L. M. Branscomb, Chairman,1979-80 Nominating Committee, for Item #4, H. Richard Crane, Chairman, Committee on Constitution and Bylaws, for Item #7d, F. E. Jamerson, Chairman, 50th Anniversary Committee, for Item #7a, J. C. Johnson, nominee for AIP Secretary
AIP Staff Present: H. William Koch, Director; Sidney Millman, Secretary; G. F. Gilbert, Treasurer; R. H. Marks, Associate Director for Publishing; Lewis Slack, Associate Director for Educational Services; Dorothy M. Lasky, Assistant to the Director; Mary M. Johnson, Assistant to the Secretary; John Auliano, Technical Advisor to the Director for Item #6
*Friday evening only
Chairman Morse called the Friday evening session to order at 7:30 p.m. and introduced the new members who were present: Messrs. Bjarngard, Goldhaber, and Kelly. He noted that there were two other new members of the Board, Messrs. Bagley and DeMaria, who had been unable to attend.
On motion made and passed without dissent, the minutes of the 19-20 October 1979 Governing Board meeting were approved as distributed.
2. Recommendations from Assembly
Morse reported briefly on the meeting of the Assembly of Society Officers held earlier in the day.
3. Report on Annual Meeting of the Corporation
Millman reported that the Annual Meeting of the Corporation was held earlier in the afternoon. There was no substantial business to transact. The Director and Treasurer presented reports. The minutes of the Annual Corporation Meeting will be sent to all Society Secretaries.
4. Report of Nominating Committee and Elections
Branscomb, the Chairman of the Nominating Committee, called attention to the roster of nominations for the Board committees, and noted particularly the nominations of Norman F. Ramsey for Chairman of the Board, to replace Philip M. Morse who had indicated last year his intention to retire, and John C. Johnson for Secretary to replace Sidney Millman. The Nominating Committee also nominated Jenny P. Glusker as member-at-large to replace A. M. Bueche whose term will expire at the end of the present meeting.
The following motion was made by Havens, seconded by Strasberg, and passed without dissent:
MOVED that the nominees recommended by the Nominating Committee be elected, and that the Chairman and Director be empowered to fill any committee vacancies that may occur during the coming year.
A list of AIP Board committees for 1980, as approved by the Board, is attached to these minutes as Exhibit A.
On Branscomb's recommendation, the following motion was made but failed to receive a second: Moved that the Nominating Committee recommendation that all Board committees except the Executive, Nominating, and Audit Committees, be appointed by the Chairman with the approval of the Board.
5. Report on AIP Building Activities
Completion of Renovation of Headquarters
Koch reported that renovation of the AIP headquarters building is essentially completed.
Construction of Addition to Woodbury Building
Koch reported that final pouring of the foundation is in process and steel will be erected beginning next week.
Purchase of Furniture and Equipment for Woodbury Addition
Gilbert reminded the Governing Board that the Industrial Development Agency Bonds in the amount of $2,900,000 were authorized by the Nassau County IDA to finance the addition to our Woodbury building and to acquire equipment and machinery. The mortgage loan agreement that AIP has with The Guardian Life Insurance Company of America is for 75% of the total authorized, or $2,175,000, and covers the cost of the Woodbury addition and retirement of the existing mortgage. The balance of the authorized bonds, i.e., $725,000, is still available for furniture and equipment if we wish to take advantage of it. The estimated cost of the furniture and equipment is $360,000; allowing for legal expenses and contingencies, the total cost should not exceed $400,000.
The following motion was made by Pao, seconded by Strasberg, and passed (14 ayes and 3 abstentions):
MOVED that AIP find a source for financing a $400,000 tax-exempt bond issue for furniture and equipment for the Woodbury addition.
Resolutions Ratifying Financing Actions to Date and Empowering Executive Committee to Approve Future Actions
Gilbert distributed a set of resolutions prepared by the AIP attorneys, Windels, Marx, Davies & Ives, which are needed to be acted on by the Board to empower the Executive Committee to approve future actions with respect to financing of the building construction and purchases. Upon MOTION made by Havens, seconded by Duke, and passed without dissent, the following resolutions containing two previously approved changes were adopted:
RESOLVED, that all of the actions heretofore taken by the officers of this Corporation to purchase, add to and further improve certain land having an area of 11.032 acres, more or less, at 500 Sunnyside Boulevard, Woodbury, New York, and the building thereon and the personal property, including fixtures, thereon (said personal property, together with any substitutions therefore and additions thereto, and said real property being hereafter collectively called the "Property"), including, without limitation,
- the purchase and mortgaging of the Property;
- the execution and delivery of a "Memorandum of Inducement and Intent" dated July 26, 1979 between this Corporation and the Nassau County Industrial Development Agency (the "Agency") providing for industrial development bond financing of additions and improvements to the Property and the issuance of the Agency's industrial development bonds in the principal amount of not more than $2,900,000 for that purpose, all pursuant to resolution of intention to issue industrial development bonds and authorizing the execution and delivery of said Memorandum of Inducement and Intent, which resolution was duly adopted at a meeting of the members of the Agency held on May 29, 1979;
- the execution of an agreement dated July 12, 1979, as amended and supplemented by letters dated July 24, 25 and 26, 1979, between this Corporation and The Guardian Life Insurance Company of America ("Guardian") providing for the permanent financing of such purchase and improvement;
- the execution and delivery of a construction agreement dated January 3, 1980 with Blitman Construction Corp. and
- the negotiation with Bankers Trust Company (the "Bank") to arrange for construction financing;
be, and they hereby are, in all respects approved, ratified and confirmed;
RESOLVED, that the officers of this Corporation be, and each of them hereby is, authorized to enter into an agreement or agreements with the Bank and the Agency providing, among other things, for the purchase by the Bank of the Agency's industrial development bonds (the "A Bonds") in the aggregate principal amount of $2,175,000, to bear interest at the fixed rate of 9-1/4% per annum payable in monthly installments, subject to increase in case of default or loss of tax-free status, to be due and payable in full on or before December 12, 1980 and to be guaranteed as to principal, premium, if any, and interest by this Corporation;
RESOLVED, that the officers of this Corporation be, and each of them hereby is, authorized to pay the indebtedness of this Corporation secured by the now outstanding mortgage on the Property;
RESOLVED, that the officers of this Corporation be, and each of them hereby is, authorized to enter into an agreement or agreements with Guardian and the Agency providing, among other things, for the purchase by Guardian of the Agency's industrial development bonds (the "B Bonds") in the aggregate principal amount of $2,175,000, the proceeds thereof to be used to the extent necessary to pay the A Bond, to bear interest at the fixed rate of 8-1/4% per annum, to require level monthly payments of $17,164.38 each, to be applied first to the payment of interest and then to the payment of principal, the interest rate being subject to increase in case of default or loss of tax-free status, and to be due and payable in full approximately 25 years after the purchase by Guardian of the B Bonds and to be guaranteed as to principal, premium, if any, and interest by this Corporation;
RESOLVED, that the officers of this Corporation be, and each of them hereby is, authorized in the name and on behalf of this Corporation to arrange for one or more indentures of trust to be executed by the Agency and a bank or a trust company, as trustee, to be selected by such officers, to provide, among other things, for the mortgage of the Property by the Agency to said trustee to secure the payment in full of the principal of and premium, if any, and interest on the A Bonds and the B Bonds and also to provide for the payment to said trustee of the proceeds of the A Bonds to be disbursed in accordance with the provisions of the commitment for construction financing and to provide for a security interest in favor of the construction lender upon the amount of such proceeds remaining in the hands of said trustee from time to time;
RESOLVED, that the sale of the Property by this Corporation to the Agency on appropriate terms in connection with the issuance of the A Bonds and the B Bonds be, and it hereby is, approved;
RESOLVED, that the lease by this Corporation from the Agency of the Property on such terms that payments under the lease or leases will provide in full for payment of principal and interest of the A Bonds and the B Bonds be, and it hereby is, approved;
RESOLVED, that said lease or leases shall grant to this Corporation an option to purchase the Property at a nominal price ($1.00) upon the payment in full of the B Bonds;
RESOLVED, that the guarantee by this Corporation of the payment of the principal of and premium, if any, and interest on the A Bonds and the B Bonds be, and it hereby is, approved;
RESOLVED, that the officers of this Corporation be, and each of them hereby is, authorized in the name and on behalf of this Corporation to arrange for financing of the purchase and installation of additional equipment and fixtures for and upon the Property through the sale of additional industrial development bonds by the Agency in accordance with the above-mentioned Memorandum of Inducement and Intent and the resolution pursuant to which the same was authorized, up to $400,000 of the remaining balance of the full amount of $2,900,000 specified in said Memorandum of Inducement and Intent;
RESOLVED, that the Executive Committee be, and it hereby is, authorized to take such action at any time and from time to time with respect to the foregoing resolutions as to it may seem appropriate;
RESOLVED, that the officers of this Corporation be, and each of them hereby is, authorized and directed to perform all such acts and things necessary and to execute, deliver, record and file all such agreements, deeds, bills of sale, assignments and other documents as may appear to be necessary and advisable to the officer or officers executing any thereof to carry out the intention of the foregoing resolutions, the approval of any such document by any officer to be conclusively evidenced by his execution and delivery thereof.
Loss of Real Estate Tax Exemption on Headquarters Building
Gilbert reported on a letter AIP had received from the City of New York Tax Commission about placing the AIP headquarters property on the City tax rolls. This will be contested.
6. Computerization of Accounting
John Auliano, Technical Advisor to the Director, reported on some of the operations in the Accounting area which have already been computerized and on the consideration being given to buying a minicomputer at a cost of $67,000.
The meeting was recessed for the evening at 9:10 p.m. and reconvened on the following day at AIP headquarters, starting at 9:00 a.m.
7. Reports from Chairpersons of Governing Board Committees
50th Anniversary Committee – Action on Estimated Project Expenditures: Handbook; Exhibit; Calendar
Jamerson noted that the Board had previously approved the formation of three subcommittees, one of them under the chairmanship of Herbert L. Anderson who has proposed the publication of a handbook. This subcommittee is now requesting an authorization of $44,000 for producing 10,000 copies of the handbook. The following motion was made by Havens, seconded by Duke, and passed without dissent:
MOVED that the expenditure of $44,000 for a handbook be approved.
Jamerson reported that the second subcommittee came up with the suggestion to produce an exhibit. The theme of the exhibit will be "Reshaping Our World: Lives of American Physicist 1931-1981." The total cost, including a $6,000 expenditure for a flyer to accompany the exhibit, would be $116,000 which includes $66,000 of AIP funds, $25,000 of which represents staff costs that would be incurred in any event. The following motion was made by Havens, seconded by Duke, and passed without dissent:
MOVED that $41,000 in additional funds (the difference between $66,000 and $25,000) be appropriated for a 50th anniversary exhibit.
Jamerson continued and asked for authorization to spend $5,000 to produce 5,000 copies of a 1981 calendar. The following motion was made by Clark, seconded by Havens, and passed without dissent:
MOVED that the expenditure of $5,000 be approved for a 1981 anniversary calendar.
Committee on Publishing Policy
Marks distributed copies of the Publishing Policy Committee annual report and, in the absence of the chairman, John Howard, Marks went over some of the highlights.
Committee on Public Education and Information
In the absence of Gerald Wheeler, the chairman of the Committee, Slack touched on some of the highlights of the report submitted by Wheeler.
Committee on Constitution and Bylaws
Crane noted that the Committee on Constitution and Bylaws, consisting of W. W. Havens Jr., J. R. Knox, J. B. Gerhart, L. Slack, and himself as chairman, was appointed about a year ago. It has addressed itself to updating the AIP Constitution and Rules. Some of the proposed changes looked straightforward and evoked no comments; other changes came in for some brief discussion.
The question of the AIP organizational structure involving the Secretary and Treasurer evoked considerable discussion, leading to the following motion which was passed (with 2 opposing votes):
MOVED that consideration of the organizational structure of AIP be referred to a subcommittee who should submit a recommendation to the Board to be voted on.
After discussing a few other changes and indicating that the Institute's attorney would be consulted on appropriate wording for such changes, the following motion was made by Young, seconded by Duke, and passed without dissent:
MOVED that the Board thank the committee, approve what they have done, and look forward to seeing a revised version of the proposed Constitution and Bylaws.
Committee on Corporate Associates
Lasky reported that, at the end of 1979, AIP had 104 Corporate Associates with dues of about $100,000. She also noted that the AIP Advisory Committee on Corporate Associates endorsed in principle a proposal by the APS Committee on Minorities for a National Program of Corporate Sponsors – Designated Scholarships for Minority Undergraduate Students in Physics.
8. Financial Report for 1979
Gilbert distributed an "Estimated Summary Statement of Operations" covering 1979 and commented in detail on some of the items.
The meeting was recessed at 12: 20 p.m. for a photograph of the Governing Board and luncheon, and reconvened at 1:25 p.m.
9. Financial Handling Charge for 1981
Gilbert stated that the AIP Bylaws provide that Member Societies pay to AIP a financial handling charge not to exceed one per cent of the monetary value of business done on their behalf, and that the charge must be fixed annually by the Governing Board. It was set at five-eighths of one per cent for 1980. At its meeting on 28 March the Executive Committee recommended the same rate for 1981. The following motion was made, seconded, and passed without dissent:
MOVED that the financial handling charge for calendar year 1981 be set at five-eighths of one per cent (0.625%).
10. Notice from IRS and AIP Response
Gilbert reported that the IRS agent who previously proposed revoking our 501(c)(3) tax-exempt status is back with us to audit our returns on unrelated business income (such as income from advertising in journals) for the years 1974-1978. Our tax counsel, William Lehrfeld, is preparing a response to the agent's statement of facts and issues, as he sees them, which is to be submitted to the IRS National Office for technical advice.
11. Report of the Planning Committee for the Establishment of a Committee for Public Policy
Morse reported on the meeting of the planning committee, and discussed briefly the guidelines for the proposed Committee for Public Policy which were previously distributed. The following motion was made by Quinn, seconded by Young, and passed without dissent:
MOVED that the establishment of the Committee for Public Policy, with the revised guidelines as provided, be approved.
A copy of the revised guidelines is attached to these minutes as Exhibit B.
The following motion was made, seconded, and passed without dissent:
MOVED that Philip M. Morse be appointed Chairman of the Committee for Public Policy.
The following motion was made by Young, seconded, and passed without dissent:
MOVED that, for this one time, the new Chairman of the Governing Board and the
Chairman of the newly-established Committee for Public Policy appoint the Vice Chairman of this Committee.
12. Annual Report for 1979 and Authorization to Publish in Physics Today
Koch called attention to the draft of the AIP Annual Report for 1979 which was previously distributed, and invited comments. The following motion was made by Duke, seconded by Hoffman, and passed without dissent:
MOVED that the draft Annual Report for 1979 be approved as the Report of the Board to Members, and authorization be granted for its publication in Physics Today.
13. News of Other Organizations of Interest
Kelly reported on a conference sponsored by the APS Committee on Applications of Physics, by AAPT, and by the largest three or four companies in the automotive industry, to be held in Detroit on 15-16 May. The purpose is to continue to build bridges between that large industry and the academic community.
Millman added that there will be another conference sponsored by the APS Committee on Applications of Physics, and that is on physics in the steel industry, which will take place in Bethlehem, Pennsylvania, with October 1981 as a possible date. The organizers will be from Bethlehem Steel and the Lehigh University Physics Department.
14. Sherman Letter of Complaint About Physics Today
Koch called attention to a letter that was sent to all members of the Governing Board by Mr. Christopher Sherman complaining about the rejection of a paper he wanted to publish. The consensus was that the Board take no action, and that the Director of the Institute reply to Mr. Sherman appropriately.
15. Traveling Exhibit
Strassenburg called attention to the traveling exhibit booth which has been developed by AAPT in cooperation with AIP. It is widely used on the road and there is a great deal of interest in it. He invited the other Member Societies to contribute material and to share in the cost.
16. Staff Directory
Clark called attention to the "Directory of Physics and Astronomy Staff Members" which AIP has been publishing annually. As more and more non-academic listings are included, it takes additional labor to include these listings and the subscription price is increasing, and this very valuable compilation may get out of reach for many physics departments.
17. Future Meetings
The next meeting of the Governing Board will be held on 31 October and 1 November 1980, in conjunction with the annual meeting of the AIP Corporate Associates scheduled to be held at Bell Labs, Murray Hill, N. J.
Additional future Board meeting dates agreed upon are 27-28 March 1981 (probably in New York), and 15-16 October 1981 in Washington, D.C., at the time of AIP's 50th Anniversary Celebration.
The meeting was adjourned at 2:15 p.m.