MINUTES OF THE

JANUARY 26, 2009, MEETING

OF THE

BOARD OF REGENTS

OF THE

SMITHSONIAN INSTITUTION
SMITHSONIAN INSTITUTION

Minutes of the Meeting of the Board of Regents

January 26, 2009

Table of Contents

Page 

Attendance .................................................................................................................................................................. 1 

Opening Remarks ..................................................................................................................................................... 2 

Report of the Chair ................................................................................................................................................... 2 

Report of the Secretary .......................................................................................................................................... 3 

Report of the Executive Committee .................................................................................................................. 7 

Report of the Smithsonian National Board ................................................................................................... 8 

Report of the Advancement Committee ......................................................................................................... 9 

Report of the Audit and Review Committee ............................................................................................... 11 

Report of the Strategic Planning and Programs Committee ................................................................ 12 

Legislative Activities and Issues ...................................................................................................................... 15 

Report of the General Counsel .......................................................................................................................... 15 

Report of the Finance Committee .................................................................................................................... 15 

Report of the Investment Committee ............................................................................................................ 16 

Report of the Governance and Nominating Committee ......................................................................... 17

Adjournment ............................................................................................................................................................ 21 

Appendix A: Approved Resolutions 
MINUTES OF THE BOARD OF REGENTS

January 26, 2009

ATTENDANCE

This scheduled meeting of the Board of Regents was held on Monday, January 26, 2009, in the 

National Museum of the American Indian’s conference rooms 4018–19.  The meeting included a 

morning session and an executive session.  In lieu of the afternoon session, a ceremony was held to 

install G. Wayne Clough as the 12th Secretary of the Smithsonian.  Board Chair Roger Sant called the 

meeting to order at 9:03 a.m.  Present were: 

Xavier Becerra 1

Eli Broad  

Thad Cochran  

Christopher Dodd 2

Phillip Frost 

Shirley Ann Jackson  

Sam Johnson 1

Robert P. Kogod 

John W. McCarter Jr.

Doris Matsui  

Roger W. Sant 

Alan G. Spoon 

Patricia Q. Stonesifer

L. Hardwick Caldwell, Smithsonian National Board Chair 

David Silfen, Investment Committee Chair 3

The Chief Justice, Vice President Joseph R. Biden, and Senator Patrick Leahy were unable to attend 

the meeting.  

Also present were:  

Regent Designee David M. Rubenstein 4

G. Wayne Clough, Secretary  

Charles Alcock, Acting Under Secretary for  

  Science  

Richard Kurin, Acting Under Secretary for  

  History, Art, and Culture  

Alison McNally, Acting Under Secretary for  

  Finance and Administration  

Patricia L. Bartlett, Chief of Staff to the  

  Secretary  

Amy Chen, Chief Investment Officer 

Virginia B. Clark, Director of External Affairs  

James Douglas, Director of the Office of  

  Human Resources 

John K. Lapiana, Chief of Staff to the Regents  

Evelyn S. Lieberman, Director of  

  Communications and Public Affairs  

Alice C. Maroni, Chief Financial Officer  

Carole M.P. Neves, Director of the Office of  

  Policy and Analysis

Tom Ott, President of Smithsonian Enterprises  

Nell Payne, Director of the Office of Government  

  Relations  

A. Sprightley Ryan, Inspector General  

Marsha S. Shaines, Acting General Counsel  

Barbara Feininger, Senior Writer‐Editor of the 

Office of the Regents  

Grace L. Jaeger, Program Officer of the Office of the 

Regents  

Jeffrey P. Minear, Counselor to the Chief Justice  

T.A. Hawks, Assistant to Senator Cochran  

Joe Hepp, Assistant to Senator Dodd  

Kevin McDonald, Assistant to Senator Leahy  

Melody Gonzales, Assistant to Congressman  

Becerra  

David Heil, Assistant to Congressman Johnson  

Alexis Marks, Assistant to Congresswoman Matsui 

_____________________________________________________ 

1   Messrs. Becerra and Johnson arrived at about 9:25 a.m. and were present for the consideration of all proposed motions.  2   Senator Dodd arrived at 9:10 a.m. and was present for the consideration of all proposed motions.    3   Mr. Silfen arrived at 10:00 a.m. 

4   Mr. Rubenstein, co‐founder and managing director of The Carlyle Group, attended at the invitation of the Regents.
2 

MORNING PLENARY SESSION

OPENING REMARKS

Board Chair Roger Sant greeted the attendees and welcomed Regent designee David 

M. Rubenstein, whose appointment was pending final approval by the Congress and 

the President.  Mr. Sant also commented on that day’s Washington Post article on 

“Smithsonian 2.0: A Gathering to Re‐Imagine the Smithsonian in the Digital Age.”  

With funding from the Smithsonian National Board (SNB), the two‐day conference 

held on January 23–24, 2009, gathered creative leaders from the Web, digital, and 

new media worlds to discuss the Smithsonian’s ability to generate and disseminate 

information via the Web.   

REPORT OF THE CHAIR

Mr. Sant, as retiring Chair of the Board, gave his final Report of the Chair.  He thanked 

the Board for the opportunity to serve on what he characterized as the most collegial, 

collaborative, and cooperative board in his experience, especially in light of the 

governance challenges it had faced and addressed over the previous 18 to 20 

months.  He noted his appreciation for the unique contributions of each Board 

member with regard to the Smithsonian’s governance crisis, especially those of Vice 

Chair Patricia Stonesifer and Dr. Shirley Ann Jackson.  He expressed his confidence in 

and admiration for the leadership abilities of Ms. Stonesifer, the Chair‐elect of the 

Board.  

Governance Update Mr. Sant then provided an update on the implementation of the Smithsonian’s 

governance reform initiatives.  He reported that all 25 governance recommendations 

were substantially complete, with the exception of the implementation of financial 

controls, adding that progress had been made regarding those controls, albeit not as 

much as he had hoped. 

Mr. Sant emphasized that the Smithsonian aspires to be a leader in 21st century non‐

profit governance and that the Board must remain diligent in its efforts to reach that 

standard.  He said that the recently established foundation for improved governance 

will provide a strong base for envisioning the Smithsonian’s future.  He also noted 

that the Board may have overcompensated with regard to certain governance 

reforms and that, in concert with senior management, some of the new practices may 

be slightly modified to permit flexibility necessary in Smithsonian operations.   

Smithsonian

Advisory Boards

Mr. Sant next reported on efforts to strengthen relations with the Smithsonian’s 

advisory boards.  He noted that he and Ms. Stonesifer had recently been guests of 

SNB Chair Hacker Caldwell in a SNB–sponsored meeting with at least 10 Smithsonian 

advisory board chairs.  The group discussed initiatives to increase the effectiveness 

of the advisory boards and to enhance their relationships with the Board of Regents.  

Mr. Sant noted the desire to increase the Regents’ involvement with these boards.  
3 

REPORT OF THE SECRETARY 

Secretary Clough thanked Mr. Sant for his contributions as Chair of the Board of 

Regents, as well as the opportunity to work together.  He also expressed his 

appreciation for Ms. Stonesifer’s efforts to prepare for her upcoming role as Board 

Chair, which included meetings with employees and other Smithsonian stakeholders.  

The Secretary referenced Jim Collins’s book Good to Great: Why Some Companies

Make the Leap . . . and Others Don’t (New York: HarperBusiness, 2001), concurring 

with the author’s assertion that a creative organization must be disciplined to be 

successful. 

Smithsonian

Activities and the

Inauguration of

President Obama

The Secretary then reported on the Smithsonian’s activities around the inauguration 

of President Barack Obama.  He said that initial reports indicated that some 740,000 

people visited the Mall museums over a four‐day period, possibly setting an all‐time 

visitation record for the Smithsonian.  He noted that the large crowds presented 

unprecedented demands on Smithsonian staff, especially security, facilities 

maintenance, and special events personnel, and expressed his appreciation for the 

teamwork and dedication of Smithsonian participants.  Many essential staff, as well 

as about 300 National Guard members, stayed overnight in Smithsonian facilities in 

order to provide seamless support for the inaugural activities.  The Secretary added 

that, in addition to the inaugural activities, the Smithsonian had been host that week 

to the winter meeting of the Smithsonian National Board and the “Smithsonian 2.0” 

conference, and that his forthcoming installation ceremony had all required 

significant effort by staff. 

The Secretary said that the First Lady’s inaugural gown will become part of the 

Smithsonian’s collections.  He also hopes the Institution will receive the hat that 

singer Aretha Franklin wore during the inaugural ceremony.  Smithsonian 

Enterprises (SE) President Tom Ott reported that SE made approximately $2 million 

in gross sales over the inaugural weekend.  These revenues are anticipated to help 

offset SE losses that have resulted from the economic downturn.

Smithsonian

National Board

Initiatives

The prior weekend’s SNB meeting was discussed.  The Secretary reported that the 

SNB–sponsored “Smithsonian 2.0” conference was evidence of the Smithsonian’s 

efforts to restructure its working relationship with that board.  The participation of 

SNB in an annual or biannual in‐depth investigation of issues of importance to the 

Institution generates knowledgeable feedback from one of the Smithsonian’s 

primary stakeholder groups.  SNB also sponsored a recent symposium on the future 

of rainforests that was well‐publicized and well‐received.  Drawing participants from 

all over the world, the meeting revealed the diversity of views held with regard to 

that issue. 

The Smithsonian’s unique ability to generate attention towards issues of global 

concern is significant.  The Secretary said that he is working with Communications 

and Public Affairs Director Evelyn Lieberman to increase public and Congressional 

awareness of the depth of the Smithsonian’s scientific knowledge and resources, 

especially in areas of global significance. 

The Secretary discussed the “Smithsonian 2.0” conference and the importance of the 

Web to the future of the Smithsonian.  At the conference, approximately 30  
4 

recognized Web and new media professionals and more than 30 Smithsonian staff 

discussed new ways to create collaborative, Web‐based learning communities that 

will provide greater public access to the Smithsonian’s 137 million‐object collection 

and increase the Smithsonian’s engagement with young people.  The Secretary 

emphasized the Web’s potential to support democratically based exchanges of 

information and engage Smithsonian experts with knowledgeable outside sources 

who could offer new information and perspectives.  Representatives from Booz Allen 

Hamilton, the Smithsonian’s outside consultants on the strategic planning process, 

facilitated the conference and their observations will be integrated into the 

forthcoming strategic plan.  

Engagement with the

New Administration

Commenting on the Smithsonian’s relationship with the new Administration, the 

Secretary said that with the help of the Congressional Regents, staff would continue 

to find ways for the Smithsonian to provide support to the new President and his 

initiatives.  He added that the scientific assets of the Smithsonian, and the 

international scope of its reach, offer numerous areas for fruitful engagement. 

Focus on Excellence The Secretary stated that the Smithsonian must expand beyond its mission to 

support “the increase and diffusion of knowledge” and reaffirm and sharpen its 

focus on excellence.  He noted that just as the Smithsonian is the world’s largest 

museum complex, General Motors had been — but no longer is — the world’s 

largest car manufacturer.  Strategically directing resources will expand the reach 

and currency of the Smithsonian in today’s world. 

Smithsonian

Visitorship

He then gave a brief update on visitation.  With 25.2 million visits, the Smithsonian 

saw an increase of about one million visitors in calendar year 2008; visitation trends 

in calendar year 2009 also are positive.  The Secretary said that the November 2008 

reopening of the National Museum of American History and the opening of new 

exhibitions contributed to these increases.  He expressed cautious optimism that this 

trend will be maintained. 

Smithsonian

Leadership Secretary Clough highlighted several personnel changes that had been effected since 

the last meeting of the Board of Regents.  He announced that, following two searches, 

Dr. Richard Kurin and Alison McNally had been appointed, respectively, Under 

Secretary for History, Art, and Culture and Under Secretary for Finance and 

Administration.  He said that the search for the next General Counsel was very active 

and that the final candidates soon would be selected for a last round of interviews.  

The search to appoint the next Under Secretary for Science is under way. 

The Secretary announced that National Zoological Park Director John Berry had been 

tapped by President Obama to direct the Office of Personnel Management and that 

Acting Under Secretary for Science Charles Alcock had worked with Mr. Berry and 

National Zoo staff to name Dr. Steven Monfort acting director of the Zoo after Mr. 

Berry leaves.  A national search will soon be launched for that position. 

Update on the

Smithsonian Budget

The Smithsonian continues to operate under a Continuing Resolution, which holds 

Federal funding to fiscal year 2008 funding levels.  The Secretary said that, with few 

exceptions, a hiring freeze had been applied to all Central Trust vacancies and that 

other cost‐cutting measures had been implemented.  He commented that across‐the‐

board hiring freezes are not the most strategic way to adjust budgets but that the 

Smithsonian had to take action to ensure its financial health. 
5 

He reported that Smithsonian Enterprises (SE) forecast a $5–6 million drop in 

revenues for fiscal year 2009, but, on a positive note, the Smithsonian had been well‐

positioned to take advantage of revenue‐producing activities related to the 

presidential inauguration.  The forthcoming release of the film Night at the Museum:

Battle of the Smithsonian was anticipated to generate enormous publicity and 

revenue.  He said that plans were in place to host numerous events, such as museum 

sleepovers, that will tie‐in with the film and generate revenues.   

Nevertheless, the Smithsonian’s economic forecast remains challenging.  The 

Secretary outlined actions that have been taken to offset the effects of the downturn 

in the national economy.  Positions have been eliminated in the SE division and 

certain senior Trust fund salary increases and awards have been delayed 

indefinitely.  In addition, all Smithsonian units have been requested to provide plans 

for revised budgets that reflect both 5 percent and 8 percent reductions in their 

Trust budgets.  The Secretary said that this data, information about inauguration‐

based revenues, and updated perspectives on the national economy will be reviewed 

over the coming 30–45 days to determine the next steps the Smithsonian must take 

to control its expenses. 

The Secretary commented on the potential impact of the proposed economic 

stimulus plan on the Smithsonian.  The Senate and the House bills both include 

language that identifies $150 million in funding for the Smithsonian.  If passed, 

approximately $75 million of the $150 allocation would be dedicated to the clean‐up 

and restoration of the shell of the Arts and Industries Building.  The National Zoo’s 

infrastructure needs also have been identified for funding, as well as other 

infrastructure and energy‐saving projects.  The bills offer potential increases in 

science and education funding because of their strong overlap with the 

Smithsonian’s commitments.  Dr. Clough explained that projects must be “shovel‐

ready” to receive funding.   

Regarding the Legacy Fund, Secretary Clough said that Senator Dianne Feinstein was 

working with the Institution to change, in the Institution’s appropriations bill, the 

matching requirement to one‐to‐one.  In addition, Senator Feinstein has been asked 

to support the inclusion of funds raised for programs and exhibits in the matching 

agreement.  The Senator has also been in regular contact with the Institution with 

regard to the proposed economic stimulus plan. 

The Secretary also reported that fiscal year 2009 fund raising has been steady and 

consistent.  He noted that during difficult economic times donors like to invest in 

good things and good ideas — and that the Smithsonian offered both.  He highlighted 

several important gifts recently received by the Smithsonian, including an 

unrestricted (and unanticipated) bequest of $1,150,221 from the estate of Georgette 

Kamenetz that was given “in appreciation for opportunities afforded to myself and 

my husband by the United States of America,” as illustrations of the Smithsonian’s 

inherent appeal to potential donors. 

Exhibition and

Programmatic

Activities

The Secretary then discussed Smithsonian’s exhibition and programmatic activities.  

As noted in the New York Times, a copy of the iconic portrait of Barack Obama by 

street artist portrait Shepard Fairy had been donated to the National Portrait Gallery.  

The Secretary said the birth of a baby gorilla at the National Zoo had attracted much 

attention, as did the November reopening of the National Museum of American 
6 

History.  Coinciding with the 200th anniversary of President Lincoln’s birth, the 

Museum recently opened the exhibition Abraham Lincoln: An Extraordinary Life.  

Secretary Clough reported that the Smithsonian’s educational programs had reached 

over five million people in all 50 states and that over 3,000 teachers attended the 

Washington, D.C.–based “Teachers’ Night.”  In concert with the initiatives discussed 

during the “Smithsonian 2.0” conference, Chief Information Officer Ann Speyer is 

working to create a live, Web‐based “Teachers’ Night” that, when implemented, will 

allow teachers across the country to participate in the successful program; a pilot 

program will soon reach five or six locations. 

Noting that science education test scores continue to drop across the country, the 

Secretary said that the Smithsonian was well‐positioned to help address this decline.  

He said that the Smithsonian had recently met with representatives from 13 local 

universities to discuss the development of collaborative programs.  He reported that 

the response to the proposed partnerships was enthusiastic and that the 

Smithsonian was seeking incentive funds to facilitate the participation of 

Smithsonian staff in these efforts. 

Media Coverage Regarding the media’s coverage of the Smithsonian, the Secretary commented on the 

outstanding media coverage of the recent symposium on rainforests, as well as the 

positive response to “Smithsonian 2.0.”  He said that the Smithsonian Channel is 

developing “Aerial America,” which will present aerial views of each state.  The 

dramatic, but successful, crash landing of a US Airways jet on the Hudson River also 

brought attention to the Smithsonian.  As reported in the media, samples of the birds 

that shut down the jet’s engines were identified by Carla Dove, head of the 

Smithsonian’s Feather Identification Lab at the National Museum of Natural History.  

Collections

Management

The Secretary reported that the December 2008 opening of the Pennsy Collections 

and Support Center in Landover, Maryland, represented a significant achievement in 

the Smithsonian’s efforts to improve the management of its collections.  He said that 

the state‐of‐the art facility provided eight acres of climate‐controlled space under 

one roof.  Moreover, it had been completed on time and under budget. 

Smithsonian Goals

for 2009

He then reviewed the Institution’s goals for 2009.  The Secretary said that the 

distribution of the goals document, which was included in that morning’s handout 

materials, had been delayed because of a desire to create a clearer, metric‐based 

document.  He said that the chart identified 11 specific goals that were divided under 

four broad areas: Planning for the Future; Advancing Our Mission; Preserving Our 

Treasures; and Aspiring to Best Work Place Practices.  In the creation of the 

document, input was received from every major administrative and programmatic 

area.  Secretary Clough noted that the document reflected a discipline‐based 

approach to organizational management and that each goal included clear objectives, 

specific and measurable targets, action plans, and accountability requirements.  He 

added that the development of the Smithsonian’s goals for 2010 will begin earlier 

next year and will be guided by the forthcoming strategic plan.

In response to a question, the Secretary said that the Institution’s fund‐raising goal 

for 2009 reflected an increase of $5 million.  He added that this conservative goal 

reflected uncertainty about the economy.  Mr. Sant noted that the goals had been 

previously reviewed and endorsed by the Executive Committee for the Board’s 
7 

consideration.  A motion to affirm the Smithsonian’s goals for 2009 was then 

approved by the Regents. 

See attached Resolution 2009.01.01 (Minutes of the Board of Regents, Appendix A).

Increasing the

Visibility of

Smithsonian Science

The Board discussed the need to develop greater understanding about and increase 

the visibility of the Smithsonian’s scientific resources and achievements.  Secretary 

Clough commented on the Smithsonian’s ability to generate public debate on issues of 

global scientific significance, such as the future of rain forests.  Communications and 

Public Affairs Director Evelyn Lieberman reported that the Smithsonian had recently 

hired a public affairs specialist whose efforts will be devoted entirely to science.  The 

Board agreed that communicating the size and the scope of the Smithsonian’s 

activities, particularly in the sciences, will enhance support from the Congress and the 

public.   

The inclusion of media coverage as a communications measurable in the Smithsonian 

2009 Goals was discussed, as well as the fact that media attention to the 

Smithsonian’s scholarly journals does not necessarily generate greater public 

awareness.  While noting that communications initiatives were already under way, 

the Secretary agreed to further refine the goals with regard to this suggestion. 

Dr. Jackson proposed the inclusion of scientific societies, such as the American 

Association for the Advancement of Science (AAAS), in the Smithsonian’s partnership 

initiatives.  This suggestion prompted discussion about the numerous areas of 

overlap and potential that the Institution has with the Obama Administration and 

AAAS, the world’s largest general scientific society based in Washington, D.C.  The 

Secretary reported that he was scheduled to meet with Dr. Alan Leshner, the CEO of 

AAAS, and Dr. Jackson reminded the Board that President Obama’s designee to head 

the White House Office of Science and Technology was Dr. John Holdren, the past 

president of AAAS.  Secretary Clough added that President Obama had tapped 

National Museum of Natural History Advisory Board member Jane Lubchenco to head 

the National Oceanic and Atmospheric Administration.  Dr. Lubchenco is an 

environmental scientist and marine ecologist who previously conducted research at 

the Smithsonian Tropical Research Institute in Panama. 

Ms. Matsui said that the Smithsonian should be part of the Administration’s 

conversations and Congressional hearings about the future of science and technology.  

The Secretary welcomed guidance from the Congressional Regents with regard to 

how to better cultivate Washington’s understanding of the Smithsonian’s science 

resources.  The Board agreed that the Smithsonian should aspire to be the nation’s 

qualitative reference source for scientific matters. 

REPORT OF THE EXECUTIVE COMMITTEE

Gift to Benefit the

Smithsonian

American Art

Museum

Executive Committee and Board Chair Roger Sant reported that the Executive 

Committee conducted several teleconferences in December 2008 to discuss and 

advise the Secretary on a $1 million anonymous gift to benefit the Smithsonian 

American Art Museum.  The gift was considered out of cycle because of the donor’s 

request to conclude the transaction by year‐end, and the Executive Committee 

advised the Secretary that it was comfortable with the acceptance of the gift.  
8 

Pilot Program to

Monitor Special

Events Expenses

Mr. Sant said that the Executive Committee met on January 13, 2009, to review 

proposed spending guidelines for special events across the Institution.  He reminded 

the Board that the initiative was developed in response to a governance 

recommendation that the Secretary create spending guidelines for all special events, 

including those conducted by the Regents.  The Executive Committee authorized the 

Secretary to implement the guidelines as a pilot project.  The spending guidelines will 

require supervisory approval for budgets of significant events, as well as require 

comparable data about prior events to demonstrate that proposed expenses are within 

reason and not lavish.  Mr. Sant said that the Secretary will report back on the pilot 

program at the June 2009 Regents’ meeting.  The Secretary added that the program, 

although well‐constructed, is somewhat complicated and will benefit from additional 

refinements during its pilot phase. 

January 26, 2009,

Meeting Agenda

The Executive Committee also met on January 7, 2009, to consider the proposed 

agenda for the January 26, 2009, plenary meeting of the Board.  Mr. Sant reported that 

the Committee approved the agenda and that the Chancellor, who is a non‐voting 

member of the Executive Committee, continues to provide thoughtful guidance with 

regard to the development of meeting agendas. 

Approval of the

Minutes of the

November 17, 2008,

Regents’ Meeting

The minutes of the November 17, 2008, meeting were presented for approval.  A 

proposed edit by Acting Under Secretary for Science Charles Alcock regarding the 

discussion of the Giant Magellan Telescope project was accepted and the motion was 

approved. 

See attached Resolution 2009.01.02 (Minutes of the Board of Regents, Appendix A).

Reappointment of

L. Hardwick Caldwell

as SNB Chair

Mr. Sant commented on the contributions of L. Hardwick “Hacker” Caldwell to the 

governance of the Smithsonian National Board, as well as to the Board of Regents.  A 

motion to approve the reappointment of Mr. Caldwell as SNB Chair was then 

approved. 

See attached Resolution 2009.01.03 (Minutes of the Board of Regents, Appendix A).

REPORT OF THE SMITHSONIAN NATIONAL BOARD

Smithsonian National Board Chair Hacker Caldwell reported on the activities of the 

Smithsonian’s only pan‐institutional advisory board, which has 36 members, 17 

honorary members, and 174 alumni and represent 30 states and Washington, D.C.  Mr. 

Caldwell noted that current and alumni members remain very active and committed 

to the Smithsonian, citing the contributions of the Regents’ Investment Committee 

Chair and former SNB Vice Chair David Silfen, the only non‐Regent chair of a Regents’ 

committee, and the proposed nominations of SNB member Sakurako Fisher and SNB 

alumna Adrienne Mars to the Regents’ Advancement Committee.  

  

SNB Winter

Meeting Activities   Mr. Caldwell reminded the Board that the goals of SNB are to provide outreach and 

advocacy on behalf of the Smithsonian in SNB members’ communities and to raise 

financial resources for the Institution.  The Smithsonian National Board conducted its 

winter meeting on January 22–24, 2009, in Washington, D.C.  In addition to its 

members and alumni, at least 10 chairs of other Smithsonian advisory boards also 

were able to attend.  Mr. Caldwell said that Mr. Sant, Ms. Stonesifer, and Secretary 
9 

Clough met for two hours with the board chairs and that the discussions provided a 

meaningful exchange of information and support, and demonstrated the quality of the 

Smithsonian’s advisory boards. 

During the SNB meeting, members agreed to submit for the Regents’ approval a 

revised set of SNB bylaws.  Mr. Caldwell noted the changes were both stylistic and 

substantive.  [The proposed motion was presented during the Report of the 

Governance and Nominating Committee.]  He added that the members of SNB also 

considered 11 nominees for SNB membership in the SNB class of 2009. 

Support for

Secretary Clough

Mr. Caldwell then reported that SNB members and alumni had been preparing 

ambitious nationwide plans to introduce Secretary Clough following his installation.  

He said that plans have already been developed to host events for the Secretary in Los 

Angeles, New York City, San Francisco, and Minneapolis. 

SNB Science

Committee

Several initiatives of the SNB Science Committee were discussed.  Mr. Caldwell 

commented on the success of the SNB‐sponsored symposium on tropical rainforests.  

He noted that the January 12, 2009, event was attended by more than 400 people and 

received major international media coverage.  Mr. Caldwell added that the Science 

Committee also agreed to assist in the promotion of the Antarctic Treaty Summit, 

which is scheduled to take place at the Smithsonian in November 2009. 

SNB Financial

Support

Regarding other financial support for the Smithsonian, Mr. Caldwell said that SNB 

again agreed to establish a goal to contribute $1 million in unrestricted funds to the 

Smithsonian through its Board Annual Giving Campaign.   

Motions for Regents’

Approval

Two motions for proposed SNB appointments were then presented for the Regents’ 

approval: one to reappoint Peggy P. Burnet and Paul Neely as SNB Vice Chairs and a 

second to reappoint Sakurako D. Fisher and Steven G. Hoch as members of the 

Smithsonian National Board.  The motions were approved. 

See attached Resolutions 2009.01.04 and 2009.01.05 (Minutes of the Board of

Regents, Appendix A).

REPORT OF THE ADVANCEMENT COMMITTEE

The Report of the Advancement Committee was presented by Committee Chair Alan 

Spoon, who noted that the Committee recently conducted a teleconference meeting to 

review proposed naming and endowment actions for the Regents’ consideration.  

Before the Board considered the proposed actions, Mr. Spoon said that three other 

issues would be reviewed and requested Director of External Affairs Ginny Clark to 

first provide an update on the status of fund‐raising activities at the Smithsonian.  

Fund­Raising Update Ms. Clark reported that the Smithsonian had raised approximately $22.9 million, or 

20 percent, of its $120 million fund‐raising goal for fiscal year 2009.  Of the gift 

income raised to‐date, $5.37 million was unrestricted, representing 31 percent of the 

fiscal year 2009 unrestricted fund‐raising goal of $17.25 million. 

Ms. Clarke noted that fund‐raising income to‐date was essentially on target but that 

the next few months would reveal much about the impact of the economic downturn 
10 

on the Smithsonian’s gift income.  She explained that the primary source of 

unrestricted funding for the Smithsonian is the Contributing Membership program, 

and reported that, although the program met its first‐quarter projections, support 

from the Continuing Membership program had recently begun to soften at all donor 

levels.   

The Regents inquired about recognition mechanisms for planned gifts, an important 

source of income for the Smithsonian.  Ms. Clark explained that the Legacy Society 

provides multiple avenues of recognition for planned giving donors.  Because the 

Smithsonian’s philosophy is to treat Legacy Society members as current, not future, 

donors, the Society reaches out to members through regional outreach events, an 

annual program in Washington, D.C., and a newsletter.  She said that planned gifts 

currently comprise only about 3–4 percent of the Institution’s gift income, which she 

believes is too low, noting that planned giving income at two prominent universities 

comprises 15–20 percent of those institutions’ overall fund‐raising goals.  Ms. Clark 

said that the Institution recently hired a director of planned giving to expand the 

Smithsonian’s initiatives in this area. 

When asked about the valuation of planned gifts, Ms. Clark explained that the 

Smithsonian employed metrics based on current planned‐giving guidelines.  She said 

that a bequest is counted as $1 for current accounting purposes because an asset’s 

real value can not be determined until it is received by the Smithsonian.  Dr. Jackson 

recommended the Council for Advancement and Support of Education as a source for 

a variety of actuarial guidelines that could be considered in valuing planned gifts.  

Secretary Clough noted that, with the support of the Advancement Committee, similar 

guidelines for the forthcoming national campaign have yet to be established.  He 

added that, when they are drafted, those guidelines will be presented to the Board of 

Regents for its consideration. 

National Campaign

Update

With regard to the national campaign, Mr. Spoon said that progress continues as 

planned on the development of the campaign, but in a frugal manner that recognizes 

the difficulties presented by the current fund‐raising climate.  He added that the 

campaign’s structure will be guided by the strategic planning initiative and the 

priorities that are established during that process.  He announced that Jenine Rabin 

had recently been hired as the national campaign director and that an outside fund‐

raising consulting firm, Marts & Lundy, had been engaged.  Recognizing that the 

Institution is a unique combination of numerous museums and research units, Marts 

& Lundy also will advise on balancing centralization versus decentralization in the 

campaign, and the feasibility and capacity of the world to support an institution 

without alumni, and provide recommendations on the infrastructure required to 

conduct a campaign of national scope. 

Addition of NonRegent Members to

the Committee

Mr. Spoon said that the Advancement Committee is looking forward to the addition of 

four non‐Regent members.  He noted that the Board would consider the proposed 

nominations during the Report of the Governance and Nominating Committee. 

Naming and

Endowment Actions

Moving to the discussion of four proposed naming and endowment actions, Mr. Spoon 

said that the first was the naming of a lecture at the National Portrait Gallery for the 

late Senator and Regent Daniel Patrick Moynihan.  Mr. Spoon noted that the gift was 

consistent with Smithsonian policy and recommended by the Committee.  
11 

Mr. Spoon reminded the Regents that, pursuant to Smithsonian policy, the Board must 

approve endowments.  He then said that the Advancement Committee recommended 

the proposed creation of the STRI General Endowment.  He noted that the Committee 

had discussed with staff the current minimum requirement for establishing 

endowments ($25,000) and asked that staff prepare materials so that the Committee 

can review the policy at a future meeting.  If modified, the proposed policy would be 

submitted to the Board for its approval. 

The creation of the Rubinoff’s Big Bet Endowment, the third proposed action, was 

characterized as routine.  The final proposed action, a motion to name a lecture series 

in honor of astronaut and Senator John H. Glenn Jr. was characterized as “somewhat 

retroactive” as, when the National Air and Space Museum began the series in 2004, it 

was unaware that this naming required the Board’s approval.  Mr. Spoon commented 

that the naming was otherwise consistent with Smithsonian policy. 

With regard to the proposed creation of Rubinoff’s Big Bet Endowment, Ms. Clark was 

asked about the Smithsonian’s policy on naming opportunities that involve current 

Smithsonian employees.  She said that current policies do not address this concern 

but would benefit from further clarification.  The four motions were then approved en 

bloc. 

See attached Resolutions 2009.01.06–2009.01.09 (Minutes of the Board of Regents,

Appendix A).

REPORT OF THE AUDIT AND REVIEW COMMITTEE

The Report of the Audit and Review Committee was presented by Committee Chair 

John McCarter.  Mr. McCarter said that the Committee was scheduled to meet the next 

day, January 27, and that the meeting would include the review of the draft fiscal year 

2008 financial statements with KPMG, the Smithsonian’s external auditors.   

Advisor to the

Committee

The Regents were informed that Herb Schulken had agreed to serve as an advisor to 

the Committee.  Mr. Schulken, a resident of Washington, D.C., is a retired partner of 

PricewaterhouseCoopers.  Mr. McCarter noted that he had already had two 

productive conversations with Mr. Schulken about a number of issues, including the 

Smithsonian’s overall relationship with KPMG, internal staffing, and auditor 

performance. 

January 27, 2009,

Committee Meeting

Agenda

Mr. McCarter said that the General Counsel’s financial disclosure report would be 

reviewed by the Committee during its executive session the next day.  He explained 

that the intention of the report was to identify potential, real, or appearances of 

conflicts of interest.  He reported that all data had been received and that no problems 

were identified. 

Mr. McCarter said that the major subject of the forthcoming meeting would be 

internal controls and governance recommendation 23.  He reported that the 

Smithsonian was not yet where it had hoped to be with regard to internal controls 

and presented a color‐coded chart that identified the status of the Smithsonian’s 

efforts to improve internal controls.  Mr. McCarter commented on the philosophies 

that underlie internal controls, particularly those that concern the issue of 
12 

centralization versus decentralization.  With regard to the Smithsonian’s internal 

controls, the Committee is continuing to refine its position concerning the 

implementation of central oversight improvements that provide for individual units’ 

entrepreneurial initiatives. 

Mr. McCarter also noted that some of the required internal control improvements can 

not be addressed without incurring substantial additional costs.  He said that the 

Committee would review those costs and discuss how far the Smithsonian can go in 

its efforts to improve internal controls.  

Discussion Mr. Sant noted that with the exception of the implementation of internal controls, the 

Smithsonian was in compliance with the Sarbanes‐Oxley Act.  He noted that 

addressing the Smithsonian’s internal controls had proven an enormous undertaking 

but that under the direction of the Committee and the Secretary, significant progress 

had been made towards this goal.   

The Board acknowledged the difficulties and expenses other organizations have 

encountered in their efforts to become Sarbanes‐Oxley–compliant, but noted that 

such efforts tend to become easier and more successful in subsequent years.  Dr. 

Jackson commented that earlier efforts by other corporations to become Sarbanes‐

Oxley–compliant often did not include risk‐ranked methodologies.  She added that 

using risk‐ranked methodologies to identify key controls, and then defining the 

policies and activities necessary to address their effects, as well as establishing 

timelines to do so, enhance such efforts.   

The Board concurred that the routine monitoring of internal controls should be 

continued.  It also was agreed that updates on efforts to address the Smithsonian’s 

internal controls, as well as associated costs, would continue to be provided to the 

Board.   

REPORT OF THE STRATEGIC PLANNING AND PROGRAMS 

COMMITTEE

Committee Chair Doris Matsui reported on the activities of the Strategic Planning and 

Programs Committee.  Ms. Matsui first commented on the Smithsonian’s progress 

with regard to governance issues and how those efforts enabled the Institution to 

now look to the future and direct attention towards the development of a strategic 

plan.  She reminded the Board that a Smithsonian‐wide strategic planning process 

was launched in the fall of 2008.  Operating under a mandate to conduct the process 

in an inclusive, transparent manner, the Smithsonian has supported opportunities for 

people both within and outside of the Institution to contribute a broad range of 

perspectives on the Smithsonian’s future.  Ms. Matsui reported that the process 

revealed an even greater array of views and perceptions than had been anticipated.   

The process has been supported by a 22‐member Steering Committee appointed by 

the Secretary in November 2008.  Charged with providing guidance and serving as 

ambassadors to the staff and other constituencies, members of the Committee include 

staff representing a broad range of disciplines and some external experts.  Because an 

initiative of this scope had never been attempted at the Smithsonian, consultants 
13 

Booz Allen Hamilton (BAH) and Global Business Network (GBN) also were employed 

to conduct a major part of the outreach effort and to provide expert guidance 

throughout.  Ms. Matsui said that the consultants had been working with Office of 

Policy and Analysis staff, the Steering Committee, and the Secretary’s senior staff to 

ensure that the outreach conducted during this first phase of the strategic planning 

process would be inclusive and yield valuable information that will inform the future 

phases. 

Ms. Matsui noted that both the strategic plan and its development will be dynamic 

and reflect positive responses to a changing world.  The scenario‐planning efforts also 

will develop risk‐related responses.  She added that the dynamic nature of the 

strategic planning process will embrace all aspects of the process, as well as support 

the gathering of information that, if not applicable now, can inform future phases. 

Completing Phase

One of the Strategic

Planning Process  

Ms. Matsui reported that the first phase of the strategic planning process, 

information‐gathering, was nearly complete and that final reports of the findings 

would likely be available by early February 2009.  She reminded the Board that Phase 

One is the most labor‐intensive part of the process and is intended to create a current 

“snapshot” of the Institution and gather views on its future from multiple 

perspectives and sources.  It is anticipated that Phase One will produce a large 

amount of information about common themes, new ideas, opportunities, and 

challenges, all of which could be explored in more detail in the coming months. 

She said that an online questionnaire had been sent to all 6,000‐some Smithsonian 

employees in late November 2008 and that approximately 1,000 responses had been 

received, aggregated, and analyzed.  In addition, consultants from Booz Allen 

Hamilton had conducted interviews with more than 125 individual stakeholders or 

stakeholder groups, such as Smithsonian senior leaders and staff, Regents, advisory 

board members, members of Congress, affiliates, and representatives from several 

external peer organizations.  Ms. Matsui reported that written questionnaires were 

being sent to several dozen external experts and thought leaders to gather their 

views.  She added that data from existing plans, reports, and studies also was being 

reviewed by the consultants and would be incorporated into the overall assessment.  

Ms. Matsui said that much useful information had already been received that will 

inform the rest of the process; she also reminded the Board that the cost of Phase One 

was $492, 544, and that $400,000 had been raised for the initiative thus far through 

donations.  

Phase Two: Scenario

Planning

Ms. Matsui said that the Committee recommended that with the Board’s support, the 

Institution now proceed to Phase Two, the scenario‐planning stage of the strategic 

planning process.  Anticipated to start in February and conclude in May 2009, this 

phase will include four sets of two‐day scenario‐planning workshops led by GBN staff 

and GBN Co‐founder and Chairman Peter Schwartz.  Each workshop will include 

about 25 people, most of whom will be Smithsonian stakeholders, as well as some 

external participants.  The Committee recommended that the Regents be invited to 

observe, but not participate, in these workshops. 

The purpose of the workshops is to create one‐to‐two “positive” scenarios for how the 

Smithsonian might look in an ideal future and two‐to‐three “risk” scenarios that 

emphasize major challenges that could emerge.  Ms. Matsui said that the workshops  
14 

will inform the content of two deliverables: a lengthy, detailed internal working 

document and a shorter communications document suitable for wider distribution 

that will outline the scenarios and describe their significance.  Both documents will 

influence the content of the strategic plan that will be developed during Phase Three.  

She added that Phase Two will likely conclude in the fall of 2009 and will cost 

$448,888. 

Ms. Matsui commented on the excitement that had been generated both within and 

outside of the Smithsonian community with regard to the strategic planning process.  

She noted that it already had engaged staff, members of Congress, the media, and 

other important stakeholders, particularly those who had become especially vested in 

the Smithsonian’s response to its prior governance issues.  She added that the 

Secretary had taken advantage of every opportunity to solicit information for and 

input into this process. 

Mr. Sant said that, although not required, a formal motion of authorization by the 

Board of Regents for the Secretary to proceed to Phase Two would benefit the 

strategic planning process and invited comment by the Board.  Regent Designee David 

M. Rubenstein, although not a voting member of the Board, noted for the record that 

his company had acquired BAH, although he did not serve on the BAH board, and Mr. 

McCarter reported that he had worked for BAH some 13 years ago; each established 

that he had not participated in the Smithsonian’s contract with contract with BAH. 

Reviewing the projected timeline for the strategic planning process’s deliverables, Ms. 

Stonesifer suggested that the Board of Regents receive an update on the strategic 

planning process at its June 2009 meeting.  She also suggested, and Ms. Matsui 

concurred, that the Board receive another update at its September 2009 meeting and, 

if the final strategic plan is complete, adopt it at that time.  The Regents agreed that 

the Board’s engagement in the review and approval of the final strategic plan will be 

critical to its success. 

Secretary Clough expressed his appreciation for the contributions of Office of Policy 

and Analysis Director Carole Neves and her staff.  He also recognized the efforts of 

Under Secretary for History, Art, and Culture Richard Kurin, who recently had 

organized a meeting between the history, art, culture, and science unit directors.  He 

said that that the strategic planning process will continue to help Smithsonian 

stakeholders understand that, beyond funding shortfalls, there are other significant 

challenges facing the Smithsonian.  He said that the preliminary results of the 

strategic planning process revealed a consistency of thought in both internal and 

external stakeholders, as well as an understanding of the need for strategically 

planned growth and collaborative, cooperative actions.  He characterized the 

substantive, thoughtful responses as encouraging and timely, especially with regard 

to the difficult economy.   

The motion to authorize the Secretary to proceed to Phase Two of the strategic 

planning process was then approved. 

See attached Resolution 2009.01.10 (Minutes of the Board of Regents, Appendix A).
15 

LEGISLATIVE ACTIVITIES AND ISSUES

Mr. Sant asked Director of Government Relations Nell Payne to update the Board on 

Smithsonian‐related legislative activities.  Ms. Payne reported that proposed 

economic recovery bills in both the House and the Senate included $150 million for 

the Smithsonian’s infrastructure needs.   

Ms. Payne was asked how many of the Smithsonian’s proposed infrastructure projects 

were “shovel‐ready,” if they demonstrated sufficient job creation, and how many new 

jobs would result.  She responded that, using an industry‐accepted formula, the Office 

of Facilities Engineering and Operations (OFEO) concluded that the original funding 

request of $403 million would create 1,700 new jobs.  Using the same formula but 

with the new funding request, she reported that OFEO estimated that approximately 

500–600 new jobs would result.  (Later in the meeting the Board was advised that 

650 jobs would be created by a Federal allocation of $150 million for infrastructure 

needs.)  Because job creation will be a critical determinant with regard to allocated 

funding, Ms. Payne agreed to provide more information to the Congressional Regents 

regarding the specific projects towards which the proposed funding would be 

directed and the anticipated number of jobs that would be created.   

REPORT OF THE GENERAL COUNSEL

The Report of the General Counsel, which addressed the Smithsonian Institution

Policy on Museum Acquisitions, did not elicit questions from the Board. 

REPORT OF THE FINANCE COMMITTEE

Committee Chair Eli Broad provided a report on the activities of the Finance 

Committee, highlighting four topics from the Committee’s January 13, 2009, meeting. 

Performance of the

Endowment

Mr. Broad said that Chief Investment Officer Amy Chen updated the Committee on the 

Endowment and its assets which, as of December 31, 2008, totaled $783 million.  He 

reported that, to mitigate the impact of the current economic recession, Ms. Chen was 

developing a plan to reduce risk and improve returns by reducing the Endowment’s 

exposure to equity and by increasing allocations to other asset classes, such as 

corporate debt, gold, and Treasury Inflation Protected Securities (TIPS).  The 

Committee suggested that the plan consider the Institution’s cash and liquidity 

requirements, including cash assets outside the Endowment. 

Smithsonian

Enterprises

Mr. Broad reported that SE President Tom Ott briefed the Committee about SE’s 

budget projections for fiscal year 2009 and cost‐control measures either 

implemented or under consideration. 

Smithsonian Enterprises’ original budget projections for fiscal year 2009 included 

total revenue of $174.9 million and a net gain of $27.2 million.  By December 2008, 

the effect of the challenging economy was visible in the media and retail businesses, 

especially the magazine and the catalog, with poor forward indicators for the travel 

business.  As a result, Mr. Ott reported that SE was projecting a budget gap of $13 

million in revenue and $5–6 million in net gain for fiscal year 2009. 
16 

To offset these losses, SE has been implementing a program of cost control and new 

business initiatives that is expected to produce $5.8 million of incremental net gain, 

which at this time would fully close the projected budget gap.  SE also has been 

reducing staff, renegotiating key media contracts, reducing the size and scope of the 

spring and summer catalogs, and pursuing revenue initiatives tied to the 

inauguration, Night at the Museum, and extended hours. 

Year­End Financial

Report for Fiscal

Year 2008

Mr. Broad said that Chief Financial Officer Alice Maroni presented the Committee with 

an overview of the Smithsonian’s fiscal year 2008 year‐end report.  Ms. Maroni 

reported that, despite the slump in the economy, the Institution was in sound 

financial position at the end of fiscal year 2008.  She said that net income from SE had 

exceeded budget; that private‐sector giving was stronger than expected; and that, 

although it had shrunk, the Endowment fared better than its policy benchmark.  She 

noted, however, that the Institution’s net assets decreased by $100 million, primarily 

due to the impact of the U.S. economic recession on the Endowment, and unrestricted, 

non‐Federal sources of income were not growing.  She added that efforts to respond 

to this challenge included planning for a national fund‐raising campaign and 

identifying new, perhaps untraditional, sources of revenue. 

Budgets for Fiscal

Years 2009 and

2010

Mr. Broad reported that the Committee also heard reports on the fiscal year 2009 and 

2010 budgets by Office of Planning, Management, and Budget Director Bruce Dauer.  

Mr. Broad reminded the Board that it had approved the submission of an $883 million 

Federal budget request for fiscal year 2010 to the Office of Management and Budget.  

The Bush Administration, however, had prohibited the Smithsonian’s submission and 

he reported that the new Obama Administration also had not yet requested a 

submission.   

With respect to the fiscal year 2009 Federal budget, Mr. Broad said that the 

Institution was operating under a Continuing Resolution that holds spending to the 

fiscal year 2008 level and that Senate staff expect the Continuing Resolution to remain 

in effect through the rest of the year.  House staff, however, have indicated that an 

appropriation may be passed.  In addition, and as noted by Ms. Payne, the Institution 

is being considered for inclusion in the economic stimulus package.  Mr. Broad said 

that both Citizen and Congressional Regents are actively working to ensure the 

Institution’s inclusion in the package. 

With regard to the Institution’s fiscal year 2009 Trust budget, Mr. Broad reported that 

a drop in income appears likely because of the impact of the declining economy on the 

Institution’s investments and membership programs.  He added that the Institution 

was implementing actions to mitigate this drop, including delaying pay increases for 

senior‐level Trust employees and instituting a full Trust hiring freeze.  Mr. Broad 

concluded his report and no discussion ensued. 

REPORT OF THE INVESTMENT COMMITTEE

The Investment Committee Report was presented by Committee Chair David Silfen.  It

included a review of the Endowment’s calendar year 2008 performance; key 

decisions made by the Committee during its January 13, 2009, meeting; and the 

Committee’s plans for the coming year.  He said that the Committee was meeting  
17 

more often because of the market’s volatility and praised the efforts of Committee 

members and staff to address the unprecedented challenges to the management of 

the Endowment. 

Endowment’s

Performance  

in 2008

Mr. Silfen first discussed preliminary, unaudited numbers for the Endowment’s 

calendar year 2008 performance.  Although it fared better than its policy benchmark, 

the Endowment’s value at year‐end was $783 million, a drop of 25 percent that 

largely occurred during the second half of the year.  In contrast to prior years’ 

performances, absolute return managers within the Endowment underperformed, 

whereas equity managers performed slightly above benchmark.  Mr. Silfen noted that 

the decision to increase the Endowment’s cash and fixed income portfolio had served 

the Endowment well with respect to recent upheavals in the financial markets. 

Mr. Silfen gave a brief overview of the Committee’s strategic decisions during 

calendar year 2008.  He pointed out that the Endowment’s exposure to the global 

equity markets was reduced by 17 percent in 2008, which provided for the 

reallocation of funds to private equity (5 percent), absolute return (6 percent), and a 

combination of cash and fixed income (6 percent). 

Target Asset

Allocations for 2009

Target asset allocations for calendar year 2009 were then discussed.  Noting that the 

decisions departed from historic policy ranges, Mr. Silfen reported that the 

Committee agreed to reduce the Endowment’s allocation to global developed equities 

and increase investments in fixed‐income strategies that may offer better risk‐

adjusted opportunities.  He said that this would bring the Endowment’s global 

developed equities below its policy range and raise fixed income exposure above its 

policy range.   

Next Steps Mr. Silfen discussed shifting the Endowment’s asset allocation; improving risk and 

exposure reporting; implementing the staffing plan for the Office of Investments, as 

advised by Cambridge Associates; and selectively adding new members to the 

Investment Committee.  Mr. Silfen noted that the Committee was in the fourth year of 

its eight‐year term and that it was important to both add new members to the 

Investment Committee and stagger the members’ terms. 

Discussion The effects of the volatile market and the implications of FAS 157 on similar 

endowments were discussed.  (FAS 157, the fair‐value measurement standard created 

by the Financial Accounting Standards Board, will be implemented by the 

Smithsonian in fiscal year 2009.)  As Mr. Silfen explained, the 40–45 percent drop in 

the value of public securities in 2008 should prompt many general partnerships to 

consider marking down non‐marketable securities.  FAS 157 states that a mark‐down 

is determined by a fair value hierarchy that is not based on an entity‐specific model 

value but rather the current, market‐based price that would be received to sell an 

asset or paid to transfer a liability.  Mr. Silfen added that FAS 157 also requires that a 

board of trustees, not just an organization’s investment committee, stand behind an 

organization’s valuations. 

REPORT OF THE GOVERNANCE AND NOMINATING COMMITTEE

The Report of the Governance and Nominating Committee was presented by 

Committee Chair Shirley Ann Jackson.  Dr. Jackson reported that, as evidenced by the  
18 

number of agenda topics her discussion would cover, the Committee had been very 

productive since the Board’s November 17, 2008, meeting.  

SD 807: Requests for

Smithsonian

Institution

Information

Dr. Jackson said that the primary focus of the Committee’s efforts had been to finalize 

Smithsonian Directive 807: Requests for Smithsonian Institution Information (SD 

807).  She said the revised SD 807 reflects the Smithsonian’s best efforts to embrace 

the principles of disclosure reflected in the Freedom of Information Act (FOIA) and to 

follow its spirit when considering public requests for information; she added that the 

revised policy demonstrates the Smithsonian’s commitment to transparency while 

balancing the legitimate interests of the Institution.  She also said that it reflects the 

hard work and sustained efforts of Senator Leahy and his staff, Committee members, 

and the Office of General Counsel. 

Dr. Jackson reminded the Board that the policy was first issued in November 2007 in 

accordance with recommendation 17 of the Governance Committee Report and that 

FOIA “requester groups” and other stakeholders had quickly expressed concerns 

about ways in which the policy deviated from the letter of the actual FOIA law.  

Although not an Executive Branch agency and therefore not subject to FOIA, the 

Smithsonian subsequently embarked upon a comprehensive effort both to make 

substantive revisions as well as to add new provisions to its policy in order to better 

address the concerns of those stakeholders.  This effort included numerous meetings 

with representatives from the requestor community and the Congress, the circulation 

of multiple drafts of the revised policy to these stakeholders, the solicitation of 

comments and concerns, and an active commitment to addressing, as best possible, 

all questions and concerns. 

The revised policy, Dr. Jackson reported, ties the Smithsonian’s disclosure policy 

more directly and explicitly to FOIA and clearly emphasizes the Institution’s 

commitment to transparency.  She then highlighted the key revisions and new 

provisions to the policy. 

Dr. Jackson noted that the Smithsonian’s commitment to SD 807 was made prior to, 

but is in accord with, President Barack Obama’s memorandum on FOIA that had been 

recently distributed to the heads of all Executive Agency departments and agencies.  

Both that memo and the revised SD 807 apply a presumption of disclosure in 

considering requests for information.  SD 807 makes clear that the Smithsonian will 

disclose information unless the policy clearly provides otherwise, except where 

disclosure would be harmful to a Smithsonian interest.   

Dr. Jackson reviewed the key exemptions provided for by the policy.  The revised SD 

807 permits the withholding of information about those aspects of the Smithsonian’s 

financial investments subject to confidentiality provisions contained in agreements 

with investment firms.  Similarly, the policy provides for the withholding of 

Smithsonian commercial or financial information directly related to revenue‐

generating activities when release would likely cause the Smithsonian substantial 

competitive harm or impair its ability to carry out its charitable and educational 

mission by raising private funds.  However, information involving Federal 

appropriations or assets would not be withheld, unless the information is directly 

related to Smithsonian revenue‐generating activities. 
19 

Unpublished research also may be withheld in such instances where disclosure prior 

to publication would preclude the ability of Smithsonian scientists to first publish 

their own research.  The revised policy also provides for the withholding of donor 

files and information, including donor‐identifying information.   

Dr. Jackson then directed the Regents’ attention to the “effective date” of the policy, 

which makes clear that the policy does not apply to contracts entered into prior to the 

effective date of the current policy, which is November 2007.  The revised policy 

states that the policy may only be amended with the approval of the Board and 

outlines an external review process that provides for appeals to decisions made 

under the policy. 

In response to Dr. Jackson’s presentation, the Board first commended the work of the 

Committee Chair.  It was noted that by addressing the spirit of FOIA, the revised 

policy was now also closer to the letter of FOIA.   

The Board discussed the provision for the withholding of information regarding 

employees’ conflict of interest and financial disclosure forms, especially in 

comparison to provisions that apply to Federal executives outside of the Institution.  

Dr. Jackson agreed that the Committee would refine the policy’s language to clarify 

expectations regarding employee’s rights in these areas.  The motion to adopt the 

revised Smithsonian Directive 807: Requests for Smithsonian Information was then 

approved. 

See attached Resolution 2009.01.11 (Minutes of the Board of Regents, Appendix A).

Nomination of

France Córdova Dr. Jackson then presented the Committee’s recommendation that the Board of 

Regents nominate Purdue University President France Córdova to fill the pending 

vacancy created by the forthcoming retirement of Eli Broad.  She noted that the 

Committee’s recommendation was based on a substantive vetting process supported 

by consultants Isaacson, Miller.   

Dr. Jackson noted that recent nomination of David Rubenstein and the proposed 

nomination of Ms. Córdova reflected a concerted effort to identify two potential 

candidates with either great depth in substantive areas related to the Smithsonian’s 

mission or a strong commitment to philanthropy and exceptional and creative 

business acumen.   

The Board was assured that Dr. Córdova was aware of the substantial expectations 

and time demanded of Board members.  Dr. Jackson also said that, if nominated, Dr. 

Córdova had indicated her willingness to serve on the Board of Regents.  The motion 

was then approved. 

See attached Resolution 2009.01.12 (Minutes of the Board of Regents, Appendix A).

Election of Vice

Chair Alan Spoon

The Regents then considered a motion to appoint Alan Spoon as the next Vice Chair of 

the Board.  They were reminded that, pursuant to her election during the Board’s 

September 22, 2008, meeting, Patricia Stonesifer would assume the position of Chair 

of the Board following the meeting and that the role of Vice Chair would become 

vacant.  Mr. Spoon indicated his willingness to serve if elected and the motion was 

approved.
20 

See attached Resolution 2009.01.13 (Minutes of the Board of Regents, Appendix A).

Revision to the

Board Bylaws

Dr. Jackson next presented a proposed revision to the Bylaws of the Board of Regents.  

The current duties of the Board Chair, as approved by the Board in September 2007, 

require service as a non‐voting, ex officio member on eight Regent committees and as 

the voting chair on Executive Committee.  As suggested by Board Chair Roger Sant, 

and with the support of the Governance and Nominating Committee, the proposed 

revision to the Bylaws’ definition of the Chair’s responsibilities would state that, 

besides membership on the Executive Committee, the Chair shall serve as a voting 

member of the Compensation and Human Resources Committee and allow for the 

Chair to serve as an ex officio, non‐voting member on all other committees.  Dr. 

Jackson stated that the proposed change would better support the strategic use of the 

Chair’s time and membership on certain committees.  She added that the revision also 

provides for the ability of the Chair’s ex officio participation on certain committees to 

be counted toward those committees’ quorum requirements.  

Dr. Jackson said that because revisions to the Bylaws of the Board of Regents require 

30 days’ advance notice, the proposed revision was being presented for informational 

purposes.  She added that a mail ballot would be circulated subsequent to this 

meeting. 

Regents’ Committee

Appointments

Proposed assignments to the Regents’ committees were reviewed.  Dr. Jackson 

reminded the Board that each January the Board reviews its committee assignments 

and chairmanships and provides their recommendations to the Chancellor for 

subsequent appointment.  She noted that the inclusion of Eli Broad on the committee 

matrix reflected his decision to remain on the Board of Regents until its April 2009 

meeting.  The Board approved the motion. 

See attached Resolution 2009.01.14 (Minutes of the Board of Regents, Appendix A).

Non­Regent

Committee

Appointments

Dr. Jackson then presented the Committee’s recommendation to appoint non‐Regent 

members to the Regents’ Advancement Committee.  She noted that this initiative 

reflected an important implementation of the governance recommendation to 

appoint non‐Regents — particularly members of Smithsonian advisory boards or 

other individuals with strong ties to the Institution — to appropriate Board 

committees and that four outstanding candidates had been identified by the 

Secretary, the Director of the Office of External Affairs, and Advancement Committee 

Chair Alan Spoon.  Dr. Jackson said, in light of the launching of a national campaign, 

the Committee concurred that the Advancement Committee would benefit from the 

addition of these non‐Regent members.  She added that the Advancement Committee 

anticipated establishing a campaign steering sub‐committee and that these additional 

members could serve either on that subcommittee or assist in the oversight of it.  The 

Board approved the motion.  

See attached Resolution 2009.01.15 (Minutes of the Board of Regents, Appendix A).

Smithsonian

National Board

Bylaw Revisions

A proposed motion to approve advisory board bylaw revisions was presented on 

behalf of the Smithsonian National Board.  Dr. Jackson said that the proposed 

revisions were stylistic changes designed to make the SNB bylaws more clear and 

user‐friendly.  The motion was approved. 

See attached Resolution 2009.01.16 (Minutes of the Board of Regents, Appendix A).
21 

Cooper­Hewitt

Board of Trustees

Bylaw Revisions

A second set of proposed bylaw revisions was presented for the Board’s 

consideration.  Dr. Jackson explained that the Board of Trustees of Cooper‐Hewitt, 

National Design Museum asked that its bylaws be revised to allow trustee term limits 

to be waived in “extraordinary circumstances, such as a major fundraising campaign.”  

She reminded the Board of Regents that it previously had approved a similar waiver 

for the Board of the National Museum of African American History and Culture.  The 

Regents approved the motion. 

See attached Resolution 2009.01.17 (Minutes of the Board of Regents, Appendix A).

Advisory Board

Appointments

Dr. Jackson next directed the Board’s attention to the proposed appointments or 

reappointments of members to 11 Smithsonian advisory boards and said that the 

handouts distributed that morning included an additional set of biographic 

summaries for six candidates to the Advisory Board of the National Museum of 

African Art.  She added that because of an inadvertent omission, those 

recommendations had not been reviewed by the Governance and Nominating 

Committee, but were supported by the Secretary; the Under Secretary for History, Art, 

and Culture; the Office of External Affairs; and the Museum.  The motions were 

approved en bloc by the Board. 

See attached Resolutions 2009.01.18 – 2009.01.27 (Minutes of the Board of Regents,

Appendix A).

ADJOURNMENT

This meeting of the Board of Regents was adjourned at 12:16 p.m., after which the 

Regents met in executive session to consider proposed compensation levels for specific 

Smithsonian senior executives in 2009.  Three motions were subsequently approved by 

the Board. 

See attached Resolutions 2009.01.28 – 30 (Minutes of the Board of Regents, Appendix

A).

Ms. Stonesifer thanked the Board for their participation and adjourned the executive 

session at about 12:35 p.m.  Subsequent to the meeting of the Board, Dr. G. Wayne 

Clough was installed that afternoon as the 12th Secretary of the Smithsonian Institution. 

RESPECTFULLY SUBMITTED, 

G. WAYNE CLOUGH

SECRETARY
MINUTES OF THE BOARD OF REGENTS

January 26, 2009

APPENDIX A 

APPROVED RESOLUTIONS

VOTED that the Board of Regents affirms the fiscal year 2009 Organizational Goals for 

the Smithsonian. [2009.01.01]

VOTED that the Board of Regents approves the minutes of the November 17, 2008, 

meeting of the Board of Regents. [2009.01.02]

VOTED that the Board of Regents reappoints L. Hardwick Caldwell III as Chair of the 

Smithsonian National Board for a final one‐year term effective immediately. 

[2009.01.03]

VOTED that the Board of Regents reappoints Peggy P. Burnet and Paul Neely as Vice 

Chairs of the Smithsonian National Board for one‐year terms effective immediately. 

[2009.01.04]

VOTED that the Board of Regents reappoints Sakurako D. Fisher and Steven G. Hoch as 

members of the Smithsonian National Board for three‐year terms effective 

immediately. [2009.01.05]

VOTED that the Board of Regents recognizes the generosity of the Malkin Fund Inc. 

and Peter and Isabel Malkin to the National Portrait Gallery and approves naming a 

public lecture the Daniel Patrick Moynihan Lecture. [2009.01.06]

VOTED that the Board of Regents creates the STRI General Endowment, a quasi‐

endowment to benefit the programmatic purposes of the Smithsonian Tropical 

Research Institute, and authorizes the transfer of funds identified for this purpose. 

[2009.01.07]

VOTED that the Board of Regents recognizes the generosity of the Silicon Valley 

Community Foundation and Frank H. Levinson to the Smithsonian Tropical Research 

Institute and creates and names the Rubinoff’s Big Bet Endowment.  The purpose of the 

endowment is to advance new frontiers and creative ideas and initiatives in science, 

including high‐risk scientific ventures.  Funds are to be expended at the discretion of 

the Director of the Institute. [2009.01.08]

VOTED that the Board of Regents approves naming a lecture series held annually at 

the National Air and Space Museum the John H. Glenn Jr. Lecture Series. [2009.01.09]
2

VOTED that that the Board of Regents authorizes the Secretary to proceed to Phase II 

of the strategic planning support contract and asks that periodic progress reports be 

provided to the Strategic Planning and Programs Committee. [2009.01.10]

VOTED that the Board of Regents adopts the revised Smithsonian Directive 807: 

Requests for Smithsonian Information. [2009.01.11]

VOTED that the Board of Regents nominates France A. Córdova of West Lafayette, 

Indiana, for a statutory term of six years, succeeding Eli Broad.  Furthermore, the 

Board asks its Congressional members to introduce and support legislation to this 

effect as soon as possible. [2009.01.12]

VOTED that the Board of Regents appoints Alan G. Spoon as Vice Chair of the 

Smithsonian Institution’s Board of Regents for a one‐year term effective immediately. 

[2009.01.13]

VOTED that the Board of Regents approves the proposed committee chairmanships 

and member assignments for 2009 and requests that the Chancellor make the 

necessary appointments. [2009.01.14]

VOTED that the Board of Regents appoints, should they agree to serve, Travis Engen, 

Sakurako Fisher, David H. Koch, and Adrienne Bevis Mars to the Regents’ Advancement 

Committee effective immediately. [2009.01.15]

VOTED that the Board of Regents approves the revised bylaws of the Smithsonian 

National Board. [2009.01.16]

VOTED that the Board of Regents approves the proposed revisions to the bylaws of the 

Board of Trustees of Cooper‐Hewitt, National Design Museum. [2009.01.17]

VOTED that the Board of Regents appoints Dwight S. Cropp to the Advisory Board of 

the Anacostia Community Museum for a three‐year term effective immediately. 

[2009.01.18]

VOTED that the Board of Regents appoints John Herzog to the Advisory Council of the 

Center for Folklife and Cultural Heritage for a three‐year term effective immediately. 

[2009.01.19]

VOTED that the Board of Regents appoints John R. Hoke III and reappoints Agnes C. 

Bourne, Harvey M. Krueger, Nancy Marks, Richard M. Smith, and Esme Usdan to the 

Board of Trustees of Cooper‐Hewitt, National Design Museum for three‐year terms 

effective immediately. [2009.01.20]

VOTED that the Board of Regents appoints T. Allan McArtor to the Advisory Board of 

the National Air and Space Museum for a three‐year term, effective immediately. 

[2009.01.21]
3

VOTED that the Board of Regents appoints Doreen Bassin, Stuart Bohart, Lalla Essaydi, 

Dixit Joshi, Adebayo Ogunlesi, Mark A. Pickett, and Noah Samara and reappoints Art U. 

Mbanefo and John Pemberton III to the Advisory Board of the National Museum of 

African Art for three‐year terms effective immediately. [2009.01.22]

VOTED that the Board of Regents appoints John Ernst to the Board of Trustees of the 

National Museum of the American Indian for a three‐year term effective immediately.

VOTED that the Board of Regents appoints Jane Buikstra and Paula Kerger and 

reappoints Shirley Sherwood to the Advisory Board of the National Museum of Natural 

History for three‐year terms effective immediately. [2009.01.23]

VOTED that the Board of Regents appoints William Wittliff to the Commission of the 

National Portrait Gallery for a four‐year term effective February 1, 2009. [2009.01.24]

VOTED that the Board of Regents appoints Jennie Turner Garlington to the Advisory 

Board of the National Zoological Park for a three‐year term effective immediately. 

[2009.01.25]  

VOTED that the Board of Regents appoints Elizabeth MacMillan and Mike Wilkins and 

reappoints Samuel G. Rose to the Commission of the Smithsonian American Art 

Museum for four‐year terms effective immediately. [2009.01.26]

VOTED that the Board of Regents appoints Verna K. Holtzendorf and Zina C. Pierre to 

the Advisory Board of the Smithsonian Environmental Research Center for three‐year 

terms effective immediately. [2009.01.27]

AGREED that the Board adopts the recommendation of the Secretary regarding the 

deferral of executive compensation and freezing of Trust awards. [2009.01.28]

VOTED that the Board provide the Secretary with no salary increase or award at the 

current time, and that the issue of his compensation be revisited by the Compensation 

and Human Resources at their meeting in June. [2009.01.29]

VOTED that the Board approves the Secretary’s compensation recommendations for 

those positions in Tab D. [2009.01.30]