Dudley Observatory Board of Trustees
Dudley Board Meeting Minutes
September 20, 2006

Members present: Janie Schwab, Ellen Fladger, Sam Wait, Dan Wulff, Mary Kosky, Alan French, Jim Comly, Lucy Comly, and Harvey Patashnick
The minutes of the special Board meeting of June 12, 2006, were read and approved.

Board President Harvey Patashnick made a slide presentation covering the history, artifacts and  initiatives of Dudley. The presentation was reviewed as a presentation for funding organizations, contract and granting agencies and new members or employees. With a few modest corrections, the Board unanimously praised the presentation and Harvey’s work.

The Memoranda of Understanding with SUNY at Albany were reviewed and discussed.  Ellen Fladger noted that Frank D’Andraia at SUNY is the key person who still needs to review the tentative library MOU.  It was noted that it would be difficult for the Dudley Executive Director to provide overview for those given permission to use books from the collection. It was suggested that reading room staff might provide this oversight. Fladger also noted that SUNY would have to wholly own the collection if SUNY were to provide funding for the temperature and humidity control installation. The document wording needs to be reviewed in this area.

Sam Wait raised the question of when the MOU turns into a binding contract. Harvey agreed that he needs to review this issue and the documents with legal counsel prior to presentation to SUNY.  Board members also agreed that there was lack of clarity about the phrases “it can be changed by mutual consent” and the “ten year” commitment. Similarly, no specifics were provided about the size and security of the office space, the need for artifact storage, dispute resolution, or the dates of the library commitment.  It is assumed that the costs for phone and utilities are covered by SUNY.  Costs for media personnel for public events are not mentioned.

The Board unanimously passed a resolution authorizing Harvey Patashnick to engage an attorney to review the MOUs. Jim Comly volunteered to explore the availability and credentials of potential lawyers. If there are no significant changes, the Board also authorized Harvey to discuss the current document with SUNY.  The Board also agreed that Harvey will notify them by e-mail of his actions and plans; members may choose to accompany him on such discussion with SUNY.
Sam Wait, reporting for the nominating committee, noted that there are currently 9 active Board members while 19 are authorized and there are 6 ex officio members. It was moved, seconded and carried to move Bob Fleischer to Emeritus status.   Seven nominees were presented and briefly discussed: Heidi Jo Newberg (astronomer), Mary Crone Odekon (astronomer), Karl Luntta (SUNY media relations), Lynn Videka Interim Vice President for Research, University at Albany), Robert Ward (Director of Research,  Public Policy Institute),  Jean Sheviak (CDLC), Christine Miles (Albany Institute of History and Art).  The need for a Treasurer was also noted.  Emphasis was made on finding Board members who will be active and serve on committees. Following the discussion, Newberg, Odekon, and Sheviak were elected to the board.  They will each be sent a letter and copy of the by-laws. To assure that the other proposed members would be active; Harvey and Jim Comly agreed to interview them over the next few months. Harvey agreed to call each nominee to set up interview meetings  A letter would also be sent to the new Union President Stephen Ainlay.  It was agreed that, after acceptance by the Board, the new members should meet with the Board, hear Harvey’s talk and commit to serve on committees.
Jim Comly, Treasurer, presented the Finance report.  Expenditures to date are on budget. He recommended that the restricted funds be merged with the endowment funds for ease of financial management. Sam Wait noted that the restricted funds were of two types: (1) Designated by the Board using unrestricted endowment funds, and (2) Donated by individuals with special conditions on them.  It was noted that Roy Anderson might provide the history of the Board designated funds. A means for keeping the donor names prominent needs to be explored. A motion to accept the Treasurer’s report was passed.
The Board members expressed special thanks to Janie Schwab and Mary Kosky for the refreshments.
Respectfully submitted,
Lucy T. Comly, acting Secretary