LEONARDO/ISAST BOARD OF DIRECTORS MEETING
April 2007 at John Hearst's house, Berkeley, CA

MINUTES

Board Members Present: Roger Malina, Sonya Rapoport, Darlene Tong, Steve Wilson, Beverly Reiser, John Hearst, Meredith Tromble, Jeffrey Babcock, Greg Harper
Advisory Board Members Present: Rick Rinehart
Staff Present: Kathleen Quillian
Guests Present: Piero Scaruffi
Absent: Tami Spector, Joel Slayton, Christian Simm, Marty Anderson, Larry Larson, Michael Grey

1. Welcome Board. Welcome guests.

2. Approval/Modifications of Agenda. John Hearst moved that agenda of April 2007 meeting be approved. Roger Malina seconded. Approved unanimously. No objections.

3. Approval of Minutes of January 2007 meeting. Roger Malina moved that minutes of January 2007 meeting be approved. John Hearst seconded. Approved unanimously. No objections.

4. Nomination Committee

i. Board elections: Steve Wilson moved that online vote to add Greg Harper and Jeffrey Babcock to the Board be approved. Meredith Tromble seconded. Approved unanimously. No objections.

ii. Presentations by new Board members. Jeffrey Babcock and Greg Harper introduced themselves to the Board and all Board members in turn introduced themselves to Jeffrey and Greg.

iii. Nomination of Secretary and Vice Chair Positions: Roger explained that we still need to find someone to fill the Secretary and Vice Chair positions. The secretary at the very least needs to keep track of corporate documentation of the organization and is also a member of the Executive Committee (which also includes Roger Malina and Marty Anderson). Meredith Tromble volunteered to take on Secretary position. John Hearst moved to elect Meredith as Secretary. Beverly Reiser seconded. All voted in favor. No objections. No abstentions. The other position that needs to be filled is Vice Chair. Marty fills this role currently, but it would be good to decentralize his roles, which also includes Treasurer. Since there were no suggestions or nominations, this position was left unfilled and pending. John Hearst asked what kind of legal exposure the organization has? Kathleen Quillian puts all paperwork online (in a password protected section) for Board members to see.

iv. New nominations for 2007 Board positions: There is currently a full house on the Board for the first time in a long time. There are 10 men and 5 women. It would be good to work toward a gender balance. There are 2 members who do not live in the SF Bay Area. They are active, but rarely get to meetings. We should start getting more scientists on the Board and suggestions are welcome. Roger requested that Jim Crutchfield (at UC Davis and also active with the Exploratorium) be added to the list; Meredith Tromble requested Susan Schwartzenberg (who is at Exploratorium) be added to list. Roger also mentioned that if anyone else wants to be included on the nominations committee with Sonya Rapoport, Michael Grey and Christian Simm, to contact Sonya.

5. 40th Anniversary Events

a. Status of site selection for Leo 40 conference: Leonardo is currently celebrating its 40th anniversary over 2 years (2006—2008). A plan was initiated with David Hoffman to raise funds for a big 40th anniversary conference in 2008. An agreement was signed with him in October 2006 and ended in March 2007 with no success. He became involved in a project about Sputnik which distracted him from the Leonardo event. Leonardo Advisory Board member Mark Resch took over the job of fundraising for the event in January 2007. He has been able to secure two bids for the site of the conference, from the University of New Mexico and from Banff Centre for the Arts in Canada. UNM is very enthusiastic and will fly Mark out to talk to sponsors. Mark has initiated a discussion with Tom Linehan at the University of Texas at Dallas for sponsorship through the program that he runs. New Mexico has just opened a spaceport and Frank Malina launched rockets from White Sands in New Mexico so UNM are trying to put together something that ties in the history of rocketry with this conference. Steve Wilson has a contact at UNM and will try to get some inside information. Jeffrey Babcock asked if the organization would own the event. Roger responded that this would have to be clarified. Leonardo has never hosted one of its own conferences. We have always had others develop and implement them and we co-host them. But we don’t want to end up supporting their research program. Jeffrey mentioned that it would be prudent to protect sponsorship since Leonardo owns the brand and also work things out so that Leonardo gets more than just a small cut. Leonardo should manage or control it somehow. Roger mentioned that we want to be sure we don’t end up going to the same sponsors as ZeroOne, who will be hosting an event that same year. Mark is leaning more toward UNM because we would have a better chance to find sponsorship in the US for a US-based organization. At this point we are getting way behind schedule so we will need to start making some kind of decisions soon. Rick Rinehart suggested the possibility of doing some kind of event in June 2008 in a mini-conference currently being planned to happen before ZeroOne at the UC Berkeley Center for New Media. Roger suggested that Tami and Meredith work with Rick to flesh out a plan with Rick. Steve asked whether we might be able to offer a related prize. Roger responded that prizes are on hold right now pending further funding. We should hear more from Mark in a few weeks

b. 40th anniversary publishing: Darlene has helped to direct a new section in the journal called “From the Archives” which has so far featured work by Frank Malina, Roy Ascott, Romare Bearden and Susan Brennan. There are 6 more issues available to complete this series and suggestions are welcome. For the 50th anniversary we might have more time to do something like a book. Roger mentioned that David Carrier is also guest editing a section in the journal on the influence of Leonardo da Vinci and has received a pretty good response. Steve suggested that we offer copies of these selected articles online. Rick suggested using the articles to make a 40th anniversary packet for potential funders of the conference.

c. Information on MutaMorphosis: There were 150 abstracts submitted and 40 have been accepted. The conference is November 7-10, 2007 in Prague and the focus is on artists and scientists working in extreme and hostile environments.

d. Plans for Malibu Leonardo Day: We have done a few fundraiser cultivation events. One was at Lisa Bornstein’s in Berkeley last fall. The next one is being scheduled to take place in Malibu, CA. Roger’s future brother-in-law has proposed to host an event at his home in Malibu. Details are still being worked out.

6. Governing Board Committee Reports:

a. Fundraising and Marketing

i. Fundraising Report: the organization’s budget was approved in the January meeting and includes a very large deficit. We are currently working with a fundraising consultant who has been working on grant proposals (see handout). Jeffrey Babcock mentioned that he has had some experience with the NEA. The Director of Music and Opera at the NEA, Wayne Brown, is a long-time friend of his. Jeffrey knows that the NEA is very tough on an organization’s financials and want to know that an organization seeking funding from them is financially stable. Rick Rinehart is currently wrapping up a 3 year grant with the NEA to preserve digital art. He says they seem to be focused on education. Rick mentioned that the NEH is interested in helping out with start up planning and scholarships (not so much interested in art work). The Haas Foundation is very oriented towards helping out with education and underserved communities. John Hearst reminded the Board that Tom Cech, the president of The Howard Hughes Medical Institute, was a student of his. They are very committed to education in general. Most of the foundation’s research goes into medicine and the education establishment. They endow professorships and they started a campus in Bethesda, MD on neuroscience. They provide support for NOVA and PBS on visualizing science. John said he will see Tom in July, which might be a good opportunity to present him with something on behalf of Leonardo. Rick asked if there is any connection between Leonardo and the National Science Foundation, since they are trying to be more active in the art/science interface. Roger responded there is no direct connection yet although Leonardo is receiving funding from them indirectly through a nanoscience project with the Exploratorium. John pointed out that Leonardo’s requests for funding seem comparatively small to the amount that goes into scientific research. Jeffrey concurred, adding that at Boston University, he was involved with a project on autism and creativity that received a 4.5 million dollar grant. Roger stated that what Leonardo really needs is a 3 year organizational development grant. Leonardo was receiving grants from Rockefeller and Ford Foundations for a number of years which helped to make the organization’s financial situation look different than it currently does. Rick mentioned that the NEH has a Challenge Grant category and they also like to give Endowment grants. The NEA is usually a one-off grant-giver.

ii. Fundraising Consultant contract renewal: Kathy Pace’s contract ends on March 15th. She is moving to Chicago to take a job as the Development Director of a Humanities conference. Roger would like to extend her contract for another 3 month term and think about what to do next. Pam works directly with Kathy Pace and he thinks it’s good to work with someone with the experience that Kathy has. She has helped to raise about $20,000 ($2,000 in grants and $18,000 in individual donations). Greg questioned the conflict of interest between her new job and the contract job with Leonardo. Roger said we will have to ask her about this. Darlene mentioned that there is a person who did fundraising for the SF State library building project who is no longer in the position who might be good to bring in to replace Kathy. Roger also mentioned that Beau Takahara is no longer at ZeroOne and might be someone to think about too. Rick mentioned that it was not an amicable split but Beau is still in the Bay Area working for another organization. Rick questioned why Leonardo treats fundraising as a paid position rather than a free service from Board members. Roger responded that we haven’t had much luck working that way.

iii. Approval of Irvine Foundation proposal: A proposal was submitted to the Irvine Foundation in March and the Board needs to vote to approve it. Steve asked whether the Board had seen the document before it was submitted and said maybe it would make better sense for the Board to see proposals to foundations before they are submitted to give input and feedback. Roger said that is usually the case and we will do that for all future proposals. Roger moved to approve the Irvine Foundation grant proposal. John seconded. All in favor. No objections.

iv. Marketing Report: (skipped due to time constraints; see handout)

v. Discussion of capital campaign: Right now the organization has approx. $75,000 in its Endowment account which is there for an emergency. The question has been posed about undertaking a capital campaign to help raise funds to buy property to house the Leonardo editorial office. Rick said that he was on the Board of New Langton Arts for 4 years and they were looking into buying property where they could locate their gallery and it turned out that it wasn’t a feasible option given the current buying market in SF Bay Area real estate. Greg Harper said that Kala had the same experience. He explained that non-profits can’t take advantage of the tax benefits of owning property and that it’s really hard to make the numbers work for non-profits. Roger explained that the Leonardo editorial office will most likely have to move again in 3 years so we should start planning now about what to do when that time comes. Meredith mentioned that many publications are going digital and don’t necessarily need the office space. However, the Board should respect the interests of the current staff who have stated that they would prefer to have office space rather than not. But we should also consider other opportunities in the long-run. Roger mentioned that one opportunity might be to forge an alliance with the Exploratorium and share space with them when they finish building their current space. Meredith noted that some serious questions we should ask are whether we should lock into a space and also how can we change with a potential re-organization of the organization? Roger pointed out that we are already quite a distributed organization with all of our projects working elsewhere. The Exploratorium seems like a potentially good collaboration although they are working in more of a public-driven environment and it’s not clear that it would necessarily make sense for them to collaborate with us (from their perspective). John stated that the vast majority of academic journals are located in the offices of faculty members with staff working off-site. Jeffrey mentioned that the institution in question should dictate the feasibility of the collaboration. Roger said that Leonardo has had a few experiences of trying to collaborate with other institutions which didn’t work out ultimately, even though they looked good going in. Roger proposed forming a Board committee to discuss this topic further. Meredith Tromble, John Hearst and Jeffrey Babcock volunteered to work together as the Headquarters Long-range Planning Committee.

b. Finance & Compensation Committee Report

i. Draft of 2007 Q1 financial reports: The final reports will be sent to the Board when they are completed. The only deviations from the budget are moving costs.

ii. Endorse 211 Sutter Street lease: Meredith Tromble helped to find the current space for the Leonardo editorial office. She and Marty Anderson signed the lease. Roger moved to ratify the lease. Meredith seconded. No objections. Greg mentioned that the landlord assured him it was a gross lease, but upon further investigation, it doesn’t look to him like it’s a gross lease. Roger said this should be looked into. Greg said that we were told we could get out of it at any time, so it shouldn’t be a problem.

iii. Status of ISAST contracts (see handout)

iv. Malina loan agreement: Greg explained that a note has to have an interest rate that is at least what the IRS publishes. If it doesn’t, it will be assigned so by the IRS. Greg will work with Marty to put the loan agreement into approved form. As a 501(c)(3) and being dependent on one source of funding, it will prove a problem in the new audit. There is a 3 year window when an organization needs to liquidate the source before it becomes a problem legally.

v. Trademark infringement issue: ISAST now has a trademark on the word Leonardo that we need to defend. There is a group in Salt Lake City going by the name The Leonardo which is an art and technology organization. When the name Leonardo is googled, their name comes up along with ours, which is a conflict of interests. Our lawyer drafted a letter to send to the organization. There are other organizations using the name Leonardo. We couldn’t register Leonardo in San Francisco, only ISAST. The organization in Salt Lake City have been notified that it is a problem to continue operating under their current name and area of focus in art and technology. Jeffrey suggested that there are 2 ways of approaching this problem: 1. issue a cease and desist demand, 2. find out who is involved in the other organization and see how they can help us through collaboration. Roger said that the original contact was friendly and that the advice of the lawyer is the give them a legal issue before we go any further. Their response has been so far that the name of their organization does not conflict with ours.

7. ISAST Project Reports:

a. Working Group Project Reports

i. Scientists Working Group: Piero Scaruffi gave a presentation about the Scientists Working Group first meeting at swissnex. He explained that since the goal of the group is ambitious, we need to design practical steps to help it grow. The event allowed some discussion to see where it could go. There were many great stories and a reservoir of experience, however, he felt that the interest to build the group was mild, at best. He felt that there was a rather apocalyptic feeling about the world in general. John pointed out that he took issue with Piero’s powerpoint presentation, which he felt would make it unlikely for scientists to engage in the group—which is the opposite of what Leonardo is trying to do. Meredith said that one of the participants said that they would like to have a meeting to figure out what kind of actual connections could be possible. She also said it seems too soon to make any real opinions about the feasibility of the project. Piero said that maybe the meeting was too free-form, that maybe the event should have been structured around one theme or point of focus. He thinks that the Board should come up with a plan for what to do next, rather than letting 6 months go by of silence. Maybe something like a newsletter, website, discussion group or lecture series can be created. Greg suggested finding a venue like Yerba Buena Center for the Arts who could supply funding and administration and then Leonardo could submit the material. Steve suggested giving over a portion of our website or part of our journal as a venue for writings on the topic of global warming. Piero’s main advice is not to let this project die.

8. Other News

a. Advisory Board: Beverly explained that she is trying to revitalize the Advisory Board with an updating of the Advisory Board charter. There is not much change from the original charter, but more details. She is working on bridging the gender gap and getting new members from Asia and Eastern Europe. Roger pointed out that there are also no scientists or engineers in the group currently. Darlene suggested looking at the participants involved in the Pacific Rim New Media Summit for potential new members. Roger said we should ask Joel for suggestions. (see handout for suggestions).

b. LMJ Contract: The discussion of Nic Collins’ contract will be deferred until the summer Board meeting. Roger proposes to give him a one-year extension to his contract so that he can finish working on the next issue of LMJ, but we should start planning now for what to do after that.

9. Board Member News

10. Adjourn: 5:46pm

Attachments/Supporting Documents

- Profit & Loss Statement ­ 1st Quarter 2007
- Balance Sheet ­ 1st Quarter 2007
- Roger Malina Loan agreement
- list of Board potentials
- Fundraising Report/Foundation status
- 2007 ISAST contracts
- LEA contract
- LEA update from Nisar Keshvani, April 2007
- University of New Mexico proposal for Leo 40 event
- Leonardo and LMJ Subscriber Count ­ October 2006 and March 2007
- Marketing update
- Irvine Foundation Grant Proposal
- Leonardo 40th anniversary conference update

posted 1 May 2007