LEONARDO/ISAST BOARD OF DIRECTORS MEETING
December 12, 2005 at SFAI, 800 Chestnut St., San Francisco
MINUTES

Board Present: Sonya Rapoport, Joel Slayton, Darlene Tong, Christian Simm, Steve Wilson, Beverly Reiser, Tami Spector, Marty Anderson, Larry Larson, Greg Niemeyer

Advisory Board Present: Meredith Tromble

Staff Present: Pamela Grant-Ryan, Pat Bentson, Kathleen Quillian

Guests Present: Marcia Tanner

Absent: Roger Malina, Penny Finnie, Ed Payne, Anne Pfister


1. Welcome Board. Welcome guests. Larry Larson welcomed to Board. Larry introduced himself and expressed great enthusiasm to be working with Leonardo/ISAST.

2. Approval/Modifications of Agenda. Approved unanimously.

3. Approval of Minutes of August 2005 meeting. Approved unanimously.

4. General News. None.

5. Governing Board Committee Reports:

a. Nominations Committee - Sonya Rapoport
There are 14 on members on the board currently; would like to see one more (CEO preferably). Sonya is waiting for leads on nominees (suggested Lisa Bornstein and Marcia Tanner).

b. Finance & Compensation Committee Report - Marty Anderson
2002 Audit report: The bylaws have been changed to have audits done every 3 years rather than 2 years. David Zebker was responsible for the 2002 report, but will probably not be asked to do again in the future. He does a good job. The main problem is that he takes long sabbaticals. There are checks that are uncleared in the checking account (and have been for a while). Pat will go through the account with the new bookkeeper to clear things out and reconcile as best as possible. The next audit will be for 2005. The next auditor will be approached after taxes are due (May 2006). Marty recommends approval of current audit. Steve seconds. None opposed.


i. Discussion and resolution concerning loan from Roger Malina to Leonardo/ISAST Pat Bentson reported that Roger has been making loans to ISAST Board for a number of years. Total debt of Board to Roger to date: $216,000. If Board doesn't pay interest, IRS could consider the loans donations, and Leonardo/ISAST as a family foundation, which could lead to loss of nonprofit status for Leonardo/ISAST. The accountant says that the Board needs to come up with a plan for repaying loan without Roger present. Marty recommends setting up an agreement to repay loan over 30 years, similar to a 30-year mortgage. Darlene asked whether the Board could pay off current loan rates on interest + $1000 annually. Marty responded that it would take 200 years to finish paying. Steve Wilson asked what the consequences would be of not paying. Marty says that the most important thing is to have a contract in place. Pat said that it is part of the Board's responsibility to find money before new projects are taken on. Steve Wilson noted that if we take this financial business seriously as a management issue, the current method is not working. Marty motioned to put a 30-year loan repayment plan in place, in which Leonardo/ISAST will repay Roger Malina's loan to the organization over 30 years. Marty Anderson will write up a loan repayment agreement. Seconded by Greg Niemeyer. Board approved.

ii. Third quarter financial report: Things are still being worked out as far as transitioning from Aimee to Pat Bentson and the new bookkeeper. Steve Wilson pointed out that according to the reports, we will have assets of $77,000 by the end of the year. Marty said that the quarterly reports are starting to look different and better because bookkeeping is more rational and Pat is straightening out unresolved information. Pat noted that Leonardo/ISAST's balance statement shows that there is a debt to Elsevier (the owner of Pergamon Press, who was Leonardo's previous publisher). We will remove the debt from the books because Elsevier no longer recognizes it, a fact that was discovered by David Zebbker during his audit of Leonardo/ISAST's 2000 financial books. Nisar Keshvani's 2004 contract is still being paid off and none of 2005 contract has been paid off at all. Pam wanted to acknowledge all the work Pat has put into the financial reports. Board seconded enthusiastically.

iii. Staff contracts: Cost of living increase and staff policies Marty said that the board will recommend cost of living increase be included in next year's staff contracts. Marty also recommends addition to travel costs. Board approved. No objections.

c. Fundraising and Marketing - Pat Bentson and Pam Grant-Ryan


i. Status and review of fundraising plan: Pat Bentson
The staff has been trying to increase fundraising efforts where possible, but need to do more. Currently we are working towards fundraising for 40th anniversary events. Fundraising consultant Bob Zimmerman said that we need to focus mostly on getting individual donations since that is where the money is currently (but also continue with foundations and grant applications). Pat acknowledged and thanked Board members who have donated this year. We have 6 organizational members currently. Fundraising efforts have been good, but professional help would also be welcome.

ii. Grants: Pam Grant-Ryan
One application is currently pending for a grant from the UC Pacific Rim Research program. It is for approx. $30,000 which Greg Neimeyer says will "fund the specialness of the special issue." The project is a research project on the cyber-aesthetics of the Pacific Rim. We have received preliminary approval on the grant. Every participant of the PRNMS conference will receive one copy of the issue. Steve Wilson asked if the grant is offered every year. Greg responded yes, but that they tend to fund research in literary scholarship, not necessarily art. Greg said that he wanted to acknowledge Pam's work on the proposal (Board thanked Pam). Board approves/concurs with the proposal. Steve asked whether we have looked into funding from the Japan Foundation. Greg agrees that it is a good idea. Steve asked whether Pam can follow up on it. Pam agreed. Pat mentioned that we get small funds for little projects including this year one from the UK Arts Council for publication fees and next year we will be working with the Exploratorium. We try to get ourselves into other people's proposals as line items. Joel said that we should be getting about $5000 for ISEA/PRNMS too. Pam said that the next big target is the Warhol Foundation who visited the office over the summer and were interested in helping to fund the 40th anniversary and a capital campaign. But because that doesn't fit in with their mission, in order to help the effort they offered to support an artist-in-residence program. We are asking for $50,000 a year for two years which would help Leonardo help artists write about their work. The Warhol Foundation was not interested in supporting Development; they wanted to fund artists more directly. Meredith and Pam have been doing a bit of brainstorming as well for Leonardo/SFAI joint fundraising and hope to get a first proposal out the door in January 2006. Meredith said that SFAI seems to be at a point where we can finally go forward with fundraising efforts. The staff has been responsible so far for fundraising, but Pam would like more to help with the efforts Ð maybe even think again about hiring an Executive Director. Marty asked the Board to think about organizational development. Darlene suggested that Business Volunteer for the Arts might be something to look into.

d. Web/Electronic Publishing - Steve Wilson
Some people think the new LEA contract is kind of vague, but Steve recommends approving it as it is currently with the option to make changes. Steve sees it is an entrepreneurial effort. Nisar's personal/professional life is "iffy" and hopes it is resolved soon. Greg asked how many hits we get on Leonardo website. Pat said that we only have trackers on front pages so it is not an accurate count. LEA might get around 9000. Marty asked what ISAST gets out of LEA in the new plan. Steve said that Nisar is rounding up authors in places that we don't normally hear from. Nisar will maintain LEA along with Leonardo Asia Pacific project. The new plan offers exposure and development. Joel mentioned that Nisar and Julianne Pierce are co-directing a group for PRNMS. Darlene asked whether the level of scholarship can be maintained with the 12 essays required annually. Pam said LEA/LAP manuscripts will continue to go through the peer-review system. Greg questioned the viability of continuing paid LEA subscriptions. Wonders if we can tell Nisar to drop the LEA site but continue with related content. Steve said that LEA is free already and that LAP probably won't generate money. Greg suggested that Nisar should develop content for print only but not continue with LEA electronically. Steve sees the electronic aspect as part of the LEA/Nisar strategy. Greg wondered why we don't just put articles online and why have two websites. Pat said Nisar wants to have an experimental satellite website for the new (LAP) project. Steve said Nisar wants to feature news on Pacific Rim community. Marty recommends approval of contract with option to work online through LOL. Larry said that he recognizes the websites as amorphous, but that they are confusing and are probably as confusing, if not moreso, to the outside world. Steve said that it is not Nisar's job to figure out the design of LOL. Greg recommends we lose LEA. Tami said she sees it is a strange move to approve a contract for LEA and then say that we don't want it as it is currently. Greg said that the Board is approving the content, but challenging the mode. Sonya pointed out that Nisar is losing his identity and that the Board shouldn't take it lightly. Greg said that Nisar should be willing to compromise in order to contribute to the larger project. Steve said that the Board should approve the contract but that line 1.3 should be changed. Marty and Greg recommend changing line 1.3 to "propose models for merging LEA into LOL." Board approved contract with recommended change. No oppositions.

e. International Advisory Board report - Beverly Reiser
Leonardo has started a new model for collaborations. ISEA has been asked to do a bulk journal purchase of the special issue as part of the collaboration. Beverly recommends approving contract. Joel sees a potential problem with it however. He pointed out that ISEA makes contracts with other organizations to do work and that they don't have jurisdiction over publications resulting from conferences. Somehow another party would have to enter into negotiations. ISEA may not be able to promise the things it is promising (where do their contracts live? who does the work?). Joel is reluctant to sign off immediately on the contract. Beverly wondered whether Leonardo would have to renegotiate for every conference. Joel said yes. Marty said he doesn't want Leonardo to act as negotiator between ISEA and other organizations; sees problems with current contract, but says we need to start the conversation somewhere. Perhaps Leonardo agrees to the contract, but issues are worked out later on. Greg suggested putting in contract that ISEA "facilitates the purchase of" (rather than "buys") bulk. Marty said that the Board is voting that it is a good agreement and that we would be happy to consider more. Tami suggested it be considered a statement of intent. Board agrees to statement of intent.

f. Subcommittee Reports:


i. ISAST-SFAI Committee Report: G Niemeyer, M Tromble, Pam Grant-Ryan
Greg said that the Leonardo/SFAI joint committee met two weeks ago and discussed plans. The meeting included Clive McCarthy from SFAI Board. Greg has had some interesting experiences with the students as far as working on the design of the DVD cover. The students have had some good ideas and the cover will probably be reflective silver to insinuate the expansiveness of the Pacific Rim. The internship program has had some setbacks. There is potential for joint events, including celebrating the publication of Meredith Tromble's book on the work of Lynn Hershman. Also exploring a potential joint lecture series. Meredith pointed out that we need to physically get people into the Leonardo office and would like to have an open house, possibly with a student art exhibit. Sonya asked how can we make Leonardo and SFAI more evident. Meredith repeated getting people into office and also giving presentations to students (like Kathleen has done). Pat wondered what else we can do to connect to faculty members. Meredith suggested a faculty lunch. Greg suggested maybe we could sponsor a student award.

6. ISAST Project Reports:

a. Publications Reports:


i. Leonardo Journal Report: Pam Grant-Ryan
Leonardo is going well. There is still at least a one-year backlog of manuscripts waiting to be processed and still interest from the community to publish work in the journal.

ii. Leonardo Music Journal: Pat Bentson
The next issue of LMJ should be out any day now. The next two issues after that (LMJ 16 and LMJ 17) are in production. There will be a special section curated by an outside artist on a specific theme in upcoming issues. The LMJ contract is under consideration as a bridge contract while we think about what will happen next. The change includes exploring thematic issues. Marty pointed out that one of Nic's responsibilities is to facilitate the discussion about what happens next with his contract. Pat said that Roger wants Leonardo to integrate more with LMJ and for Nic to help facilitate. Joel said that LMJ is expensive and maybe we should keep this in mind when formulating the new model. Pat urged the Board to start working on the new decision now so that it can be implemented when the current contract is up. Steve suggested proposing a committee. Greg suggested a release party for release of LMJ15 at SFAI to get people in to the office; also said that he thinks LMJ should be part of Leonardo and that we should work with Nic to figure out how to do that; wants to get feedback on that from Nic. Steve said we should also think of web presence (since sound integrates well with the web). Pat said that there is nothing about planning for the future in the current contract and wonders what the board plans to do about that. Greg said that the contract is an outline about future plans. Sonya brought up the issue again about desegregating LMJ and Leonardo. Marty said that we should ask Nic to come up with a written plan for next meeting to be considered. Board approved Nic's contract. None opposed

iii. Online article provider changed from Ingenta to Atypon: Darlene Tong
Atypon is new company in Silicon Valley that many publishers are going with. Darlene is not familiar with them so she is unable to give more information. Pat pointed out that Leonardo/ISAST receives significant income from the inclusion of Leonardo and LMJ is electronic databases (such as Project MUSE) serving the academic community, but no significant income results from document delivery services such as Ingenta.

b. Working Group Project Reports


i. Scientists Working Group progress report: Tami Spector
Initial discussion within the Scientists Working Group has proved that there are different interests from the current participants. Tami wrote an editorial for the next issue of Leonardo (39:1) about the group and the mission of the group. It has been hard to sustain email discussions and has decided that she will focus on individual contributors' projects instead. Greg wonders whether more scientists would like to write for Leonardo. Tami pointed out that Leonardo already has Robert Root-Bernstein's section for the journal; Istvan Hargittai is writing about art in science education. Steve suggested convincing science journals to include links on their websites to Leonardo. Steve said that scientists are mostly interested in technology and don't understand contemporary art, so the bridging of art and science is a hard thing to figure out. Tami said that there are scientists working on the cutting edge, but it's hard to find out who they are. We need to connect to the science community to find them.

ii. Neo Leo (Leonardo lite): Marcia Tanner, Meredith Tromble
The proposal was created with the intent to harness the various elements of Leonardo into a new form and ultimately to get Leonardo out into the world. There is a potential for a very large audience for the kind of content that Leonardo has. Roger doesn't want to change the format of Leonardo but does want a sister publication. The Neo Leo committee is proposing a print publication with related DVD, events, etc. The publication would be the anchor and each issue would be organized thematically. Meredith pointed out that one of the kernels of the plan is the potential to partner with organizations like Rhizome (who have already expressed interest in partnering with Leonardo) and Aspect (www.aspectmag.com) which is online and which produces quarterly DVDs. The Neo Leo committee is suggesting partnerships as a way to get the word out to a broader community. Steve thinks the proposal is great. Larry sees the proposal as resonating with how his ideas are moving about Leonardo and finds the proposal very great. Greg sees the scholarly publication as an obstacle and says the Board should figure out how to integrate everything. Marty proposed discussing further at next meeting.


c. ISEA 2006 Pacific Rim New Media Summit: Joel Slayton,


i. Summit: Joel Slayton
ISEA/PRNMS is at 60% of funding goal. 1500 proposals have been received for art exhibition; 700 more are expected. There will be 5 PRNMS summits taking place. Each one will include approximately 100 participants. 2500 attendees are expected (partly because it's the 2nd time in US and also because of regional context).

7. Adjourn: 9pm


Attachments/Supporting Documents

1. Third quarter financial reports
2. LEA Draft Contract
3. LEA Final Proposal
4. LMJ contract
5. LEF Working group progress/activity report
6. Pacific Rim UC, Faculty Research grant proposal
7. ATC/Leonardo 40th joint anniversary proposal
8. Leonardo Book Series Progress Report
9. REFRESH! report
10. Proposal for Refresh 2
11. Leo Lite Proposal
12. Scientist Working Group Progress Report
13. Leonardo/SFAI Joint Committee Meeting Notes
14. Fundraising Report
15. Auditor's Report
16. Warhol Proposal (draft)

posted 4 January 2006
updated 8 February 2006