MINUTES OF THE MAY 1, 2016, SPECIAL TELEPHONIC

MEETING OF THE BOARD OF REGENTS

PARTICIPATION

On May 1, 2016, the Board of Regents (“Board”) of the Smithsonian Institution (“Smithsonian”)

convened a special telephonic meeting, conducted in executive session to consider: (i) 

a possible Smithsonian exhibit space in London; and (ii) the Smithsonian Channel Put Option. Board 

Chair John W. McCarter, Jr., called the meeting to order at 1:00 p.m. Participating were:

Senator John Boozman

Senator David Perdue

Representative Tom Cole

Barbara M. Barrett

Steve Case 

Dr. Shirley Ann Jackson, Vice Chair 

Robert P. Kogod 

Risa Lavizzo-Mourey

 Michael Lynton

David M. Rubenstein

Robert MacDonald, Smithsonian National Board Chair

The Chief Justice, Vice President, Senator Patrick Leahy, Representative Xavier Becerra, Representative 

Sam Johnson, and John Fahey were unable to participate in the meeting. 

Also participating by invitation of the Board were:

David J. Skorton, Secretary

Albert Horvath, Under Secretary for Finance 

 & Administration/Chief Financial Officer 

Greg Bettwy, Acting Chief of Staff to the Secretary

Virginia B. Clark, Assistant Secretary Advancement

Richard Kurin, Under Secretary for History, Art, 

 & Culture

John K. Lapiana, Deputy Under Secretary for 

 Finance & Administration/Chief Financial Officer

Judith Leonard, General Counsel 

Grisella Martinez, Assistant to Congressman 

 Becerra

Rachel Parker, Deputy Chief of Staff to the 

 Regents

Julian Raby, Director of the Freer Gallery of Art 

 and Arthur M. Sackler Gallery

Porter N. Wilkinson, Chief of Staff to the Regents
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SPECIAL TELEPHONIC EXECUTIVE SESSION MEETING

ACTIONS OF THE BOARD OF REGENTS

In accordance with Board bylaw 2.04, the following motions were approved by the Board of Regents 

during a special telephonic meeting conducted on Sunday, May 1, 2016. 

EXECUTIVE SESSION: POSSIBLE SMITHSONIAN EXHIBIT SPACE IN LONDON

The Board considered the opportunity for a Smithsonian exhibit space in London. 

At its meeting on January 26, 2015, the Board of Regents authorized Acting Secretary Albert Horvath to 

develop terms for an agreement with the London Legacy Development Corp (“LLDC”) that would 

establish a Smithsonian presence in the cultural center being developed in the Queen Elizabeth Olympic 

Park, known as “Olympicopolis.” The original concept for the redesign of the site included a single large 

building, which would house all cultural and educational institutions. As plans progressed, the concept 

changed and all cultural sector partners were required to have stand-alone buildings. This increase in

the project’s complexity resulted in a significant increase in capital costs, operating costs, staffing and 

other expenses related to operating a building. The concept of a stand-alone facility, while having many 

positive attributes, proved to be prohibitively expensive. 

Once the stand-alone building concept was deemed unfeasible, the Smithsonian seriously considered a 

potential partnership in the Olympic Park cultural complex with the Victoria & Albert Museum (V&A). 

The two institutions’ programmatic concepts are similar, and both are interested in working together to 

offer a unique alternative to a traditional museum experience in East London. Additionally, engaging in 

this collaborative approach will significantly reduce the Smithsonian’s financial and operational risks

Management sought the Board’s approval to engage in a long-term collaboration with the V&A, which 

would be housed primarily in the new V&A East Building at Queen Elizabeth Olympic Park. The 

Smithsonian and V&A will co-develop one of three permanent galleries in the new museum and the 

Smithsonian will develop and deliver content in the new museum’s temporary gallery on a regular, 

periodic basis. 

Upon duly made and seconded, the Board authorized the Secretary to finalize and execute a term sheet 

with the Victoria & Albert Museum to establish a long-term collaborative relationship between the two 

institutions. 

See attached Actions 2016.05.01 (Minutes of the Board of Regents, Appendix A).

EXECUTIVE SESSION: THE SMITHSONIAN CHANNEL PUT OPTION

The Board discussed the Smithsonian’s Channel Put Option.

The SNI/SI Network LLC (“Channel”) is a joint venture established in 2006 with Showtime Networks Inc. 

(“Showtime”). In 2011, the Smithsonian purchased additional equity interest in the Channel. The joint 

venture agreement provided that the Smithsonian could sell back (“put”) to its partner a portion, or all, 

of its ownership interest in 2014, 2016, or 2018. Under the agreement, Showtime is only obligated to 
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execute against one of these possible dates. The Smithsonian declined to exercise this option in January 

2014. The milestone dates that remain are 2016 and 2018. If the Smithsonian exercises the option in 

2016, Showtime will not be obligated to exercise against a proposed put in 2018. 

Since declining exercise of the put option in 2014, business considerations and a third-party risk 

evaluation have prompted management to exercise the put in 2016. Upon duly made and seconded, 

the Board agreed with management’s recommendation with respect to exercise of the put option in the 

Smithsonian Channel.

See attached Actions 2016.05.02 (Minutes of the Board of Regents, Appendix A).

ADJOURNMENT

There being no further business to discuss, the meeting was adjourned at approximately 2:00 p.m.

Respectfully submitted,

David J. Skorton

Secretary
APPENDIX A: ACTIONS OF THE

MAY 1, 2016, SPECIAL TELEPHONIC MEETING OF THE BOARD OF REGENTS

VOTED that the Board of Regents authorizes the Secretary to finalize and execute a term sheet 

with the Victoria & Albert Museum to establish a long-term collaborative relationship between 

the two institutions. The term sheet, which is hereby approved by the Board of Regents, will 

serve as the basis for a more detailed and binding agreement to be presented to the Board for its 

review and approval prior to execution. The term sheet will be considered final after execution 

by both parties and approval by the Board of Trustees of the Victoria & Albert Museum.

[2016.05.01]

VOTED that the Board of Regents agrees with management’s recommendation with respect to 

exercise of the put option in the Smithsonian Channel. [2016.05.02]