MINUTES OF THE

SEPTEMBER 22, 2008, MEETING

OF THE

BOARD OF REGENTS

OF THE

SMITHSONIAN INSTITUTION
SMITHSONIAN INSTITUTION

Minutes of the Meeting of the Board of Regents

September 22, 2008

Table of Contents

Page 

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

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

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

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

Report of the Smithsonian National Board ................................................................................................... 6 

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

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

Report of the Compensation and Human Resources Committee ...................................................... 11 

Report of the Investment Committee ............................................................................................................ 12 

Legislative Activities and Issues ...................................................................................................................... 13 

Report of the Acting General Counsel ............................................................................................................ 13 

Report of the Audit and Review Committee ............................................................................................... 14 

Report of the Strategic Planning and Programs Committee ................................................................ 16 

Report of the Governance and Nominating Committee ......................................................................... 18

Report of the Facilities Committee ................................................................................................................. 20 

Report of the Finance Committee .................................................................................................................... 21 

Appendix A: Approved Resolutions 
MINUTES OF THE BOARD OF REGENTS

September 22, 2008

ATTENDANCE

This regularly scheduled meeting of the Board of Regents was held on Monday, September 22, 

2008, in the Regents’ Room of the Smithsonian Institution Building.  The meeting was 

comprised of plenary morning, afternoon, and executive sessions.  As the Chancellor of the 

Smithsonian, Chief Justice John G. Roberts, Jr., was unable to attend the morning session, Board 

Chair Roger Sant called the meeting to order at 9:19 a.m.  Present during the meeting were: 

The Chief Justice 1 

Xavier Becerra  

Eli Broad 2  

Thad Cochran 3

Christopher Dodd 4

Phillip Frost

Shirley Ann Jackson 5 

Sam Johnson 

Robert P. Kogod  

John W. McCarter, Jr.

Patrick Leahy 6

Doris Matsui  

Roger W. Sant 

Alan G. Spoon 

Patricia Q. Stonesifer 7

L. Hardwick Caldwell, Chair, Smithsonian National Board 

Vice President Richard B. Cheney was unable to attend either meeting.  

Also present were:  

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, Executive Assistant to the  

  Secretary  

Amy Chen, Director of the Office of  

  Investments  

Virginia B. Clark, Director of External Affairs  

John K. Lapiana, Chief of Staff to the Regents  

Evelyn 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, Acting 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, Office of 

the Regents  

Grace L. Jaeger, Program Officer, Office of the 

Regents  

Scott Miller, Office of the Under Secretary for  

Science Senior Program Officer 8 

John Yahner, Speechwriter to the Secretary  

Jeffrey P. Minear, Counselor to the Chief Justice  

Marie Fishpaw, Assistant to the Vice President  

Lydia Griggsby, Chief Counsel for Privacy and  

Information Policy for the Senate Judiciary  

Committee 8

T.A. Hawks, Assistant to Senator Cochran  

Colin P. McGinnis, 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   The Chancellor, Chief Justice John G. Roberts, Jr., attended the afternoon plenary session and executive session.  2   Mr. Broad departed at 11:12 a.m. and was not present for the consideration of proposed motions 2008.09.10—2008.09.34.   3   Senator Cochran arrived at 10:15 a.m. and was present for the consideration of all proposed motions.   4   Senator Dodd arrived at 9:50 a.m., departed at 10:45 a.m., and was not present for the consideration of proposed 

motions 2008.09.09–2008.09.34.   5   Dr. Jackson was unable to attend the afternoon meetings; she also abstained from voting on proposed motion 2008.09.06.  6  Senator Leahy arrived at 10:05 a.m. and was present for the consideration of all proposed motions.  7  Ms. Stonesifer abstained from voting on proposed motions 2008.09.23 and 2008.09.24.  8   Mr. Miller was present for the discussion of the proposed partnership agreement between the National Zoological Park and 

George Mason University; Ms. Griggsby was present for the discussion of the application of FOIA to Smithsonian policies and 

practices.
2 

Prior to its morning plenary session, the Board took a short tour of the National 

Museum of Natural History’s Sant Ocean Hall, which will open to the public on 

September 27, 2008.  The morning session concluded at 12:05 p.m. and was adjourned 

for lunch.  The Board reconvened for its afternoon plenary session at 1:14 p.m.  The 

Chancellor presided over the afternoon session, which concluded at 2:20 p.m. and was 

followed by an executive session.  The following matters were discussed: 

   

MORNING PLENARY SESSION 

OPENING REMARKS

Board Chair Roger Sant greeted the attendees and extended his appreciation to the 

Regents who were able to attend the prior evening’s dinner.  The event, which was 

held in the Kogod Courtyard at the Donald W. Reynolds Center for American Art and 

Portraiture, honored the Institution’s supporters who have provided significant 

financial support over the last few years.  

Mr. Sant directed the Board’s attention to the timed meeting agenda and noted that 

Senators Dodd and Leahy would participate in part, but not all, of the Board’s 

deliberations because of their Congressional responsibilities with regard to the 

nation’s current economic crisis.  He added that some of the Regents would offer 

committee reports on behalf of certain committee chairs whose commitments also 

would affect their participation in the day’s proceedings.   

On behalf of the Board of Regents, Mr. Sant then extended a special welcome to 

Secretary G. Wayne Clough, who began his tenure at the Smithsonian on July 1, 2008.  

Mr. Sant noted that in the three months since the new Secretary’s arrival, Dr. Clough 

had been introduced to numerous Smithsonian units and staff members and 

participated in a series of constructive meetings with key Congressional 

stakeholders.   

Mr. Sant also spoke of the moving memorial service recently held for Regent Emerita 

Anne d’Harnoncourt.  The service for the late director of the Philadelphia Museum of 

Art was standing‐room only and reflected the deep affection and respect held by 

citizens of both that city and the international art world.  Mr. Sant added that Ms. 

d’Harnoncourt’s final contribution to the Smithsonian was her membership on the 

Search Committee, which benefitted enormously from her keen insight and 

involvement.   

REPORT OF THE CHAIR

Mr. Sant then directed the Regents’ attention to the revised structure of the meeting 

agenda and the accompanying book of information papers, both of which were 

modified to better support the Board’s deliberations and oversight of the Institution.  
3 

For the first time, all agenda topics were reviewed and considered by a Board 

committee in advance of consideration by the full Board.  This change is intended to 

encourage more informed and nuanced Board discussions and decisions.  With regard 

to the Regents’ committees, Mr. Sant emphasized the critical importance of the 

Regents’ participation in, and punctual attendance to, committee meetings, adding 

that achieving and maintaining a quorum had proven challenging.   

Oversight of

Smithsonian

Enterprises

The oversight of Smithsonian Enterprises (SE), previously known as Smithsonian 

Business Ventures (SBV), was then discussed.  Mr. Sant reminded the Board that the 

former SBV advisory board had been disbanded in response to the recommendations 

of the SBV Task Force.  Although the oversight of many aspects of SE has been 

absorbed by standing Regents’ committees, Mr. Sant noted that the supervision of SE 

activities could be enhanced further.  Mr. Sant also was appreciative of the 

contributions of SE Acting President Tom Ott. 

Inaugural Public

Meeting of the Board

Plans for the forthcoming public meeting of the Board of Regents, scheduled for 

November 17, 2008, were reviewed.  The meeting will be presided over by the 

Chancellor and will support the Institution’s strategic planning initiative.  Mr. Sant 

reported that the Governance and Nominating Committee and senior management 

have engaged the help of an outside consultant, BoardSource, to create a framework 

that will support a meaningful exchange of information between the Board and the 

public.  Secretary Clough added that this meeting will present a tremendous 

opportunity for the Board to receive input from both staff and the public. 

Communications Mr. Sant next commented on several positive newspaper articles that had been posted 

recently.  He said that the article about the pending motion to appoint Patricia 

Stonesifer as Vice Chair of the Board, effective immediately, and Chair of the Board, 

effective upon the January 2009 expiration of his term, had been well‐received.  He 

noted that two recent articles about Secretary Clough indicated a growing sense of 

renewed faith in the Institution and that the completion of the Regents’ governance 

reform initiatives, which is anticipated to occur by the Regents’ January 26, 2009, 

meeting, will firmly reposition the Institution on a forward‐looking track.  Mr. Sant 

added that he has met on an almost weekly basis with Secretary Clough since the 

Secretary’s arrival.  Mr. Sant concluded his remarks by reminding the Board that the 

January 2009 Regents’ meeting will precede the formal installation of G. Wayne 

Clough as the 12th Secretary of the Smithsonian.   

REPORT OF THE SECRETARY 

Secretary G. Wayne Clough characterized his first three months in office as 

tremendously interesting, active, and enjoyable.  He noted that he recently finished 

visiting all of the Smithsonian’s museums and that he was in the process of completing 

his introductions to the rest of the Institution’s units and advisory boards.  He 

expressed his appreciation for new Smithsonian projects, such as the Sant Ocean Hall 

and the Kogod Courtyard, and the less‐visible but equally significant contributions of 

staff, such as the Museum Research Center employees who are documenting the DNA 

of all living species.  
4 

New Executive

Assistant to the

Secretary

Secretary Clough then introduced the Institution’s new Executive Assistant to the 

Secretary, Patricia Bartlett.  Ms. Bartlett was the Washington, D.C.–based Director of 

Federal Relations for Georgia Tech.  Noting that the Institution has become too 

internalized, he said that Ms. Bartlett’s extensive experience and contacts with both 

for‐ and non‐profits, think tanks, educational institutions, and government entities 

will facilitate the Institution’s efforts to improve its external connections and ability to 

develop collaborative relationships with outside organizations.  He added that Ms. 

Bartlett also will support efforts to review and reshape management’s ability to accept 

and facilitate bottom‐up proposals and projects. 

Meetings with

Stakeholders

Secretary Clough updated the Regents on his efforts to improve the Institution’s 

relationships with the media and the Hill.  He said that he has made numerous visits to 

key stakeholders in the Congress, where he was consistently met with engaged 

interest and support.  Secretary Clough reported that his interactions with the press 

have been generally positive and that he recently met with the editorial boards of the 

Associated Press and the Washington Post.  He added that he would be meeting with 

the Institution’s directors the next day to review both the status of governance reform, 

as well as to discuss an upcoming review of institutional systems that is intended to 

reduce unnecessary administrative activities.   

Competitive Bidding

Threshold Changes

Secretary Clough said he anticipated that the Institution’s competitive bidding 

threshold will be raised from transactions over $3,000 to those above $10,000.  

Because some 60 percent of the Institution’s business is conducted within the $3,000–

10,000 window, the demands of an extensive competitive bidding process on 

administrative time and efforts would be significantly reduced.

Challenges to the

Smithsonian Secretary Clough then reviewed the challenges facing the Smithsonian.  He 

characterized the ongoing reductions in Federal support and a lack of adjustments 

against inflation as a slow “death by small cuts” that has steadily eroded the 

Institution’s workforce.  He said that the overall 10% reduction in staff over the last 

decade includes necessary staff increases for new museums and therefore does not 

convey in full the severe impact such cuts have made on units throughout the 

Institution.  Moreover, the anticipated impact of the aging of the Institution’s 

workforce is a critical issue that must be addressed immediately.  He added that this 

year marks the first time that the number of Smithsonian volunteers exceeds its 

employees.   

Secretary Clough also commented on the aging of the Institution’s facilities.  As would 

be explained later (and with more detail) in the report of the Facilities Committee, he 

said that management is continuing to clarify the scope of the problem.  The Secretary 

also expressed his concern about the Institution’s ability to undertake new initiatives.  

Opportunities for

the Smithsonian

The Secretary then addressed areas of opportunity for the Institution.  He said that 

although the Institution’s commitment to education is sound, it would benefit from an 

overarching education plan.  He said that the Smithsonian’s ability to reach students 

beyond the fifth grade has not been realized.  Ease of public access, including the 

digitization of collections and advancements in Web access, will be essential to the 

success of the Institution’s educational initiatives.  Secretary Clough said that Acting 
5 

Secretary for History, Art, and Culture Richard Kurin and others are working on an 

effort to bring together recognized leaders in Web‐based education (and other digital 

initiatives) and Smithsonian curators to discuss ways in which to promote access to 

the Institution and its collections.  He emphasized that enhanced interdisciplinary 

research and training, educational initiatives, and collaborative partnerships will 

significantly support the Smithsonian’s mission. 

Immediate and

Long­Term

Priorities

Looking forward, Secretary Clough briefed the Regents on his immediate priorities.  

He noted that the development of a strategic plan will be a primary focus in the 

coming month.  He reported that an organizational study soon will be launched with 

the anticipated support of outside experts.  The study will review the Smithsonian 

from a number of perspectives, especially administrative and unit‐level interactions, 

and is intended to support pan‐Institutional oversight and collaborative abilities 

without suppressing creative initiatives and autonomy.  It also will identify redundant 

activities and make plain the impact of understaffing on the success of Smithsonian 

programs. 

The Secretary said that the generation of revenues that are mission‐centric and 

promote self‐reliance also will be an important focus.  He added that training and 

education programs, to name a few, often offer revenue‐generating potential or at 

least cost‐recovery opportunities. 

The development and launch of a capital campaign is also a key priority.  The 

Secretary said that a pan‐Institutional understanding of and commitment to the 

Institution’s fund‐raising needs must be fostered.  He said that centralized oversight of 

all units’ development activities must be increased but added that the development 

initiatives of individual units must be supported.  Regarding the balance of centralized 

oversight and unit management, Secretary Clough again spoke of the need to identify 

and eliminate unnecessary activities and/or Castle mandates that waste valuable time 

and resources.   

Secretary Clough said that, with the support of Ms. Bartlett and the Under Secretaries, 

he will encourage collaborative initiatives with other universities.  He noted that he 

soon would be meeting with 13 university presidents regarding this priority, which, 

among other things, is intended to infuse the Smithsonian’s ranks with more young 

people.  He added that Dr. Kurin’s pending meeting with leaders in Web‐based 

initiatives and Smithsonian curators also is intended to generate new and exciting 

opportunities to extend the reach of the Smithsonian. 

Senior Management

Searches

Secretary Clough next provided status reports on the search to fill several senior‐level 

positions.  He said that the search for the next General Counsel, which is headed by 

Natural History Museum Director Cristián Samper, is being conducted with the help of 

an outside search firm and is well under way.  He also expressed his respect and 

appreciation for the efforts of Acting General Counsel Marsha Shaines.  The Secretary 

said that the search for the next President of Smithsonian Enterprises, which is 

currently being managed by Acting President Tom Ott, is drawing to a close and that 

final interviews are being conducted.  He added that the search process for each of the 

Under Secretary positions soon will begin. 
6 

Unit Progress

Reports

The Request for Quotation (RFQ) process for an architectural firm to design the 

National Museum of African American History and Culture is on track.  Noting that the 

project will likely be the assignment of a lifetime, Secretary Clough said that over 200 

inquiries have been made regarding the process.   

The Secretary announced that the National Zoological Park successfully completed its 

reaccreditation process.  He also reported on the status of the retail and catalog 

operations of Smithsonian Enterprises, noting that Mr. Ott recently added two highly 

skilled persons to the retail division.  The impact of an industry‐wide decrease in 

magazine ad revenues will continue to be of concern.   

Legacy Fund Secretary Clough commented on the Legacy Fund sponsored by Senator Dianne 

Feinstein and said that he had assured the Senator that the Institution is taking all 

possible actions to generate public support for it.  He said that their discussions of the 

Legacy Fund have been instructive but that the Fund’s terms are challenging.  

Secretary Clough reported that an internet‐based fund‐raising drive for the Fund has 

been successful and that $350,000 has been raised to date.   

Final Remarks Secretary Clough said that his visits to various Smithsonian units have been rewarding 

and instructive, and that he looks forward to meeting the rest of the Smithsonian’s 

internal stakeholders and learning more about their work.  He praised the behind‐the‐

scenes efforts of employees, citing actions by horticulture and building management 

staff to maintain and enhance the Institution’s facilities, and spoke of the anticipated 

contributions the Smithsonian will make to the revitalization of the National Mall.  In 

closing, the Secretary expressed his appreciation to the Board for the opportunity to 

serve as the 12th Secretary of the Smithsonian Institution. 

REPORT OF THE SMITHSONIAN NATIONAL BOARD 

The Report of the Smithsonian National Board (SNB) was presented by SNB Chair 

Hacker Caldwell.  Mr. Caldwell reported that the Smithsonian National Board 

currently has 39 members, 17 honorary members, and 174 alumni and represents 30 

states and Washington, D.C.  He said that the SNB continues to fulfill its stated goals by 

conducting outreach in members’ communities, advocacy within those communities, 

and fund raising, all on behalf of the Smithsonian. 

Mr. Caldwell said that SNB members are pleased to be involved in the development of 

several Smithsonian initiatives.  Members continue to provide advice and support for 

the Smithsonian’s Leadership Development Program, including the forthcoming off‐

site, executive education week with Georgetown University in December 2008.  SNB 

members also have been invited to participate in the Smithsonian’s Strategic Planning 

process.   

Board members and alumni recently hosted a number of Smithsonian events in their 

hometowns: a dinner party for Secretary Clough was held in San Francisco in July, a 

dinner for prospective donors was held in Minneapolis in July, and a luncheon for 

Contributing Members was held in June.  A tea introduced a Renwick exhibition and its
7 

curator to 30 guests in San Francisco in May.

Mr. Caldwell highlighted other National Board initiatives that sponsor Smithsonian 

outreach activities.  In May 2008 the Smithsonian Across America Committee’s “Help 

Wanted” list noted 32 opportunities to support Smithsonian National Programs 

events.  Examples of members’ responses include a member’s “adoption” of a Cooper‐

Hewitt Summer Design Institute outreach program for a middle school in 

Chattanooga, Tennessee, an effort that entailed underwriting supplies for a 

sustainable school yard garden and atrium.  Another member “adopted” a 

Smithsonian American Art Museum program and underwrote video conference 

equipment for the Museum’s Artful Connections project. 

SNB’s Education Committee is collaborating with the Smithsonian Office of Policy and 

Analysis on its “mega‐study” of Smithsonian education to ensure that the study’s “best 

practices” component captures National Board members’ knowledge.  The Science 

Committee has underwritten the cost of the Tropical Extinction Crisis Symposium to 

be held at the Smithsonian in January 2009.   

The Smithsonian National Board also continues to provide generous financial support 

to the Smithsonian.  Major gifts by members total $8.6 million and the Board Annual 

Giving campaign will again raise more than $1 million in unrestricted monies for the 

Institution, which will be allocated at the discretion of the Secretary.  In addition, Mr. 

Caldwell reported that the Board has responded generously to the August 2008 

Legacy Fund appeal, with one member pledging $100,000.   

The National Board’s leadership recently hosted Secretary Clough for a day‐long visit 

in Chattanooga, during which time the participants discussed future SNB activities and 

the planning of upcoming Board events.  Mr. Caldwell reported that, in the coming 

months, Board members and alumni will take leadership roles in introducing the 

Secretary to their communities.  Acting as “ambassadors,” these members will host 

Secretary Clough at events that include friends of the Smithsonian and other 

community leaders.   

Mr. Caldwell concluded his remarks by noting that six new SNB members will be 

welcomed at the SNB Fall Meeting on October 23–25, 2008.  Coming from Alaska, the 

Texas border, Denver, Boston, and elsewhere, these members will continue the 

National Board’s tradition of geographical diversity and contribute a wealth of 

experience, accomplishment, and service.   

REPORT OF THE EXECUTIVE COMMITTEE

Executive Committee Chair Roger Sant presented the report of the Committee, noting 

that a portion of his review would concern the Smithsonian’s development of a revised 

policy with regard to Freedom of Information Act (FOIA) inquiries. 

Mr. Sant first reported on the September 9, 2008, meeting of the Executive Committee, 
8 

which was held to review and approve the draft agenda book for the forthcoming 

Regents’ meeting.  Mr. Sant reminded the Regents of the revised structure of the 

Executive Committee, which now includes three members plus the Chancellor as an 

advisor, and stated that the new arrangement benefits the conduct of the meetings.  

The members approved the content of the book, as well as its revised layout. 

Progress on

Governance Reform

Initiatives

The Chair then addressed the Board’s efforts to implement the recommendations 

regarding the governance of the Institution, particularly with regard to transparency.  He 

noted that the Board continues to support openness at the Smithsonian and make clear 

the responsibilities and activities of the Board.  He encouraged the Regents to review the 

Board’s Web site and the information it presents.  He also directed the Regents’ attention 

to a handout that compares the quantity and type of information on the Board’s Web site 

with that found on comparable organizations’ sites.   

Freedom of

Information Act

(FOIA) and the

Smithsonian

Mr. Sant then discussed the status of the application of FOIA to Smithsonian operations.  

He reminded the Regents that, although there is a court opinion that the Smithsonian is 

not subject to FOIA, the Smithsonian embraced the purposes underlying the Act.  

However, some stakeholders requested that the revised policy presented in November 

2007 be modified.  Mr. Sant also commented on the pending “Open and Transparent 

Smithsonian Act of 2008,” which would apply three additional Acts — the Privacy Act, 

the Federal Advisory Committee Act, and the Sunshine in Government Act — to the 

Smithsonian.   

Working with Senator Leahy and his staff, a revised draft policy is being circulated with 

“requester groups” that include members of the media and other interested stakeholders.  

Critical guidance to this process was provided staff members of the Senate Judiciary 

Committee, which is chaired by Senator Leahy.  Mr. Sant introduced Lydia Griggsby, 

the Chief Counsel for Privacy and Information Policy for the Senate Judiciary 

Committee to the Board and asked Dr. Shirley Ann Jackson to lead further discussions 

on the topic.  Both Mr. Sant and Dr. Jackson expressed their appreciation for the 

enormous contributions of Senator Leahy, Ms. Griggsby, and the Senator’s staff. 

Dr. Jackson gave a brief overview of the proposed FOIA policy and noted that the draft 

has been circulated to interested groups for comment.  She explained that the draft policy 

tracks FOIA and makes clear that information unique to the Smithsonian — donor 

records, investment strategies, and confidential revenue‐generating business 

information — requires some form of protection.   

Dr. Jackson emphasized that the Governance and Nominating Committee carefully 

reviewed and supports the revised policy.  She noted that while FOIA allows external 

judicial review of denied requests, the revised policy proposes that, in lieu of external 

judicial review, the newly established Office of Government Information Services in the 

National Archives and Records Administration perform this function.  Until that office is 

fully established, the policy directs appeals to the FOIA Ombudsperson at the Department 

of Justice. 

Dr. Jackson said that the Governance and Nominating Committee strongly supports the 

implementation of the draft policy as soon as is practicable with the understanding that 
9 

further revisions may be made.  In addition to moving this initiative towards closure, the 

Committee believes that it will help the Institution develop better processes by which it 

responds to requests for information. 

Senator Leahy then commented on the proposed policy, expressing first his appreciation 

for the contributions of Senator Dodd, who offered his expertise as a member of the 

Senate Committee on Rules and Administration, as well as the work of Ms. Griggsby.  He 

explained that, although great progress has been made in regaining the public’s trust in 

the Institution, the requester groups remain uncomfortable and that more meetings 

should be held with these groups and additional work should be done on the 

Smithsonian’s policy.  Senator Leahy invited Ms. Griggsby to comment, who noted that 

the appeals process remains a major outstanding issue.  Because FOIA contains a right of 

appeal to Federal court, and the current Smithsonian policy cannot, by law, confer similar 

rights, she said that it is of critical importance that a revised policy be developed that is as 

close as possible to FOIA.  Senator Leahy added his belief that, although there is 

consensus that a revised policy should be implemented as soon as possible, additional 

time could — and should — be taken to analyze and develop it to ensure its efficacy. 

Acting General Counsel Marsha Shaines was asked to comment.  She noted that FOIA 

allows an external review through the courts.  She also said that her office has conducted 

a thorough analysis of the Institution’s practices with regard to not only FOIA, but also 

with the other provisions of the proposed bill.  She said that her office has worked closely 

with Ms. Griggsby to craft a policy that is as close as possible to FOIA while making clear 

the Smithsonian’s interpretations of particular exemptions with regard to its own unique 

activities. 

The Board further discussed the benefits and drawbacks to implementing a draft policy 

that is still under development.  Dr. Jackson expressed the Governance and Nominating 

Committee’s belief that, in the spirit of transparency, the Institution should nevertheless 

begin the process of implementing a draft, albeit unfinished, policy and the Board 

concurred.  She asked Ms. Griggsby to keep the Committee informed about any other 

areas in which requester groups have concerns.  Congressman Becerra also requested 

that the Regents be kept as informed as possible about the Smithsonian’s private‐sector 

and donor activities.   

Committee Charter In concluding the report of the Executive Committee, Mr. Sant presented an amended 

Executive Committee Charter for the Board’s consideration, noting that the proposed 

revisions are intended primarily to align it with the standard template for Regents’ 

committee charters.  The Board subsequently approved the amended Charter. 

See attached Resolution 2008.09.01 (Minutes of the Board of Regents, Appendix A).

Endowment and

Donor Recognition

REPORT OF THE ADVANCEMENT COMMITTEE

Advancement Committee Chair Alan Spoon reported on the Committee’s inaugural 

meeting. Although there was not a quorum present at that meeting, a number of gifts 

were reviewed for recommendation to the full Board. Mr. Spoon said that the 
10 

Committee requested more information about the Smithsonian policy with regard to 

donor recognition on its Web pages.  Mr. Spoon told the Regents that the Committee 

would apprise the Board of Regents of its findings. 

A motion to approve six endowment and donor recognition actions was then 

proposed and seconded.  Dr. Jackson, who is a member of the IBM Board of Directors, 

announced her abstention from voting on the IBM motion.  The proposed motions 

were then approved.

See attached Resolutions 2008.09.02– 2008.09.07 (Minutes of the Board of Regents,

Appendix A).

Committee Charter Mr. Spoon then introduced the proposed Advancement Committee Charter.  He noted 

that the purpose of the Committee is to oversee institutional advancement, philosophy, 

and policies; to provide guidance to the Secretary and senior Smithsonian staff on 

attracting private‐sector support; to review proposed gifts and sponsorships that may 

require full Board consideration or action; and to provide leadership, guidance, and 

oversight of institutional development efforts including major fund‐raising campaigns, as 

well as other responsibilities so delegated to the Committee.  A motion to approve the 

Charter was then proposed, seconded, and approved.  

See attached Resolution 2008.09.08 (Minutes of the Board of Regents, Appendix A).

Committee

Composition   Mr. Spoon next addressed the composition of the Committee, which, in addition to the 

Chair, includes Mr. Caldwell, Dr. Frost, and Mr. Kogod, and said that he anticipated that its 

size would increase.  He said that Director of External Relations Virginia Clark was 

helping compile lists of potential candidates who have the experience and ability to 

contribute to the Committee’s activities.   

Annual Giving Update Ms. Clark then updated the Board on the status of annual giving to the Institution.  After 

thanking the Board for their involvement in the prior evening’s dinner in honor of the 

Smithsonian’s donors, she said that overall contributions to the Institution currently 

stand at $125 million.  She confirmed that the Smithsonian National Board will reach its 

$1 million annual unrestricted goal but noted that, the Contributing Membership 

Program is seeing lower revenues than projected.  She emphasized, however, that the 

program continues to sustain its member base, adding that strategies to increase 

member acquisition and retention, as well as efforts to reduce program costs, continue to 

be developed.   

Coordination of

Advancement

Activities and a  

Capital Campaign

Responding to Secretary Clough’s earlier comments regarding the benefit of centralizing 

the oversight of certain Smithsonian activities, Mr. Spoon said that coordination of some 

of the Advancement Committee’s activities with existing development efforts throughout 

the Institution would likely advance the collective interest of all; he added that the 

Committee’s activities will overlap with those of the Strategic Planning and Programs 

Committee.  He also spoke of Secretary Clough’s numerous visits to the Hill to apprise 

Congress on the development of a capital campaign.  The Advancement Committee will 

guide the development of a budget and implementation plan for the campaign.   
11 

Donor Cultivation

and Disclosure

With regard to the previous discussion of best practices with regard to donor disclosure, 

Mr. Spoon asked the Office of External Affairs to conduct a review of the practices found 

at similar institutions.  Ms. Clark responded that her office had already initiated such a 

review.  Secretary Clough added that, by and large, most donors wish to be recognized.  

He said, however, that two questions often arise at public universities during discussions 

with potential donors.  One regards the need to solicit private funding in support of what 

donors believe to be the responsibility of government with regard to public institutions 

and the other relates to concerns about possible cuts in government funding in response 

to increases in donations.   

Secretary Clough said that the Smithsonian should have ready answers for both 

questions.  He added that the Legacy Fund is an example of an opportunity to cultivate 

giving while clarifying the Federal government’s role in the Institution’s fund‐raising 

process.   

2009 Executive

Compensation

Decision Cycle  

REPORT OF THE COMPENSATION AND HUMAN RESOURCES 

COMMITTEE

Compensation and Human Resources Committee Chair Patricia Stonesifer provided an 

update on the Committee’s activities since the last Board meeting, noting that its 

efforts have primarily focused on the 2009 compensation decision cycle.  The 

Committee has engaged PricewaterhouseCoopers (PwC) to assist in the process of 

determining compensation for approximately 225 executives at the Smithsonian.  Ms. 

Stonesifer noted that PwC offers both expertise and continuity in this process as it was 

engaged to conduct a study of the Institution’s Unified Compensation Philosophy last 

year.  Ms. Stonesifer added that PwC will do a complete review of comparable data on 

compensation.  PwC is assessing data from public universities and other not‐for‐

profits.  If such information is not available from those sources, the company will 

research such practices in the for‐profit sector. 

Ms. Stonesifer said that the Secretary will determine the compensation for roughly 

190 Smithsonian positions and the Regents will focus on approximately 35 positions.  

Ms. Stonesifer invited comment on a suggestion to further reduce the latter number by 

assigning responsibility to the Committee for many of the 35 positions, leaving only 

the most senior positions (approximately 12) to be voted on by the full Board.  Several 

Regents believed it was more productive to have management be responsible for the 

majority of the compensation decisions.  Dr. Jackson proposed that the newly revised 

IRS Form 990 be integrated into the Board’s compensation review process of top 

Smithsonian executives.   

Smithsonian

Enterprises

Ms. Stonesifer said that compensation for the executive positions in Smithsonian 

Enterprises (SE; previously known as Smithsonian Business Ventures, or SBV) will 

now fall under this Committee’s purview.  She reminded the Regents that the SBV 

Board’s Compensation Committee previously determined the compensation for SBV 

executives.  In response to the recommendation of the Business Ventures Task Force, 

that board was disbanded.  The Regents will now be involved in determining 
12 

compensation and incentive programs for SE executives.

Impact of the Unified

Compensation

Philosophy  

The Regents discussed the fact that 17 positions have been directly impacted by the 

recommendations of the Unified Compensation Philosophy.  Because the Plan 

identified the positions as similar to existing Federal positions, their salaries will be 

brought in line with their Federal counterparts by January 2013.  The Board discussed 

the impact of this decision on employee morale and retention.  Secretary Clough 

agreed that this issue must be considered.  The Board noted that the process of 

identifying and hiring the next General Counsel will likely reveal the impact, if any, of 

the Unified Compensation Plan on the Institution’s hiring capabilities. 

Office of Investments Ms. Stonesifer discussed the proposed creation of a market‐based salary and incentive 

program for members of the staff of the Office of Investments.  She reminded the 

Regents that the Committee previously proposed, and the Regents approved, a 

market‐based salary and incentive plan for the Chief Investment Officer.  The new 

proposal could extend the approach of incentive‐based pay to other Office of 

Investments staff.  Ms. Stonesifer said that Secretary Clough is overseeing this review 

and will present a proposal to the Committee later this year.  

Committee Goals Looking forward, Ms. Stonesifer said that the Committee will soon engage in several 

new initiatives.  She noted, among other things, the Committee’s plan to examine the 

Institution’s policies and practices with regard to diversity, as well as the results of an 

Institution‐wide employee survey scheduled to conclude at the end of the month.  

Leadership development activities also will be considered in the Committee’s efforts 

to secure and support the best possible leadership team for the Smithsonian. 

Committee Charter Ms. Stonesifer then presented an amended Compensation and Human Resources 

Committee Charter for the Board’s consideration, noting that the proposed revisions 

are intended to align it with the standard template for Regents’ committee charters.  

The motion was accordingly approved. 

See attached Resolution 2008.09.09 (Minutes of the Board of Regents, Appendix A).

Status of the

Endowment

REPORT OF THE INVESTMENT COMMITTEE

On behalf of Investment Committee Chair David Silfen, who was unable to attend the 

meeting, Committee member Eli Broad presented the report of the Investment 

Committee.  Mr. Broad reported that, as of June 30, 2008, the Smithsonian Endowment 

stood at $1.022 billion and its five‐year annualized return performed in the top half of its 

peer universe.  He acknowledged that current economic conditions indicate that the 

Endowment will likely move to a lower‐return environment.  He added, however, that 

the Endowment’s nine percent annual return represents approximately half of the 

declines seen in many other organizations in the Institution’s peer universe and praised 

Ms. Chen’s management of the Endowment during this time of global financial instability. 

Asset Allocations Mr. Broad next reported on the Committee’s July 8, 2008, meeting, during which three 
13 

primary topics were discussed.  Mr. Broad said that the Committee made significant 

progress in its implementation of its new long‐term policy and restructuring of the 

Institution’s asset allocations, resulting in a total of 43 different funds.  He said that the 

Institution had achieved reallocation to credit and distressed funds, 80 percent of the 

private equity target allocation, and about 50 percent of the allocation to real estate. 

Oversight To enhance the Committee’s oversight of the portfolio and to deliver the best possible 

risk‐adjusted returns, necessary tactical and management replacements across all asset 

classes also were implemented.  Mr. Broad also noted that the cash position of the 

Endowment was increased from five up to 10 percent. 

Regarding operations, Mr. Broad said that a private equity consulting firm was hired to 

monitor and track performance.  He reported that the Institution’s audit work and the 

staffing implementation plan were both on track.  In closing, Mr. Broad notified the Board 

that the next meeting of the Investment Committee will be held on October 7, 2008. 

Secretary’s Meetings

with Congressional

Stakeholders

LEGISLATIVE ACTIVITIES AND ISSUES

Secretary Clough next reported on his visits with members of Congress, noting that he 

had already conducted 19 visits and that the overall tone of the discussions was 

positive.  Members and their staff expressed to him a deep, abiding admiration for the 

Smithsonian.  A consistent theme particularly expressed by members, he added, was 

support for the reopening of the Arts and Industries Building, as well as concern about 

the Institution’s other facilities issues.  Other topics included using “green technology” 

at the Smithsonian, progress on the Institution’s governance initiatives, and 

identifying ways to deepen and strengthen the relationship between the Institution 

and key stakeholders on Capitol Hill.  Secretary Clough also commented on the impact 

of a Continuing Resolution on the Institution’s budget. 

Update on

Smithsonian­Related

Bills

Office of Government Affairs Director Nell Payne then provided an update on the 

status of three construction bills, noting that consideration of them had stalled in the 

Senate due in part to an objection based on the Smithsonian’s status under the 

Freedom of Information Act.  Ms. Payne added, however, that the bill allowing the 

relocation of the Veritas telescope in Arizona had moved forward and was awaiting 

the President’s signature.  Ms. Payne also advised the Board that report language from 

the House Administration Committee had called into question the Smithsonian’s 

authorization to proceed with the three construction projects despite the fact that 

appropriations for them have been made.  She thanked the Congressional Regents and 

their staff for their efforts with regard to this setback.  She added that both her office 

and the Office of General Counsel are researching the issues and that she anticipates 

providing the Board with an update at a future meeting.   

New IRS Form 990

REPORT OF THE ACTING GENERAL COUNSEL 

The General Counsel’s report was presented by Acting General Counsel Marsha 

Shaines, who provided an overview of the new IRS Form 990, the tax information 
14 

return that not‐for‐profit organizations are required to file, and its impact on the 

Smithsonian.  Ms. Shaines noted that this is the first comprehensive revision of the 

form in 30 years and characterized it as an “organizational autobiography” that, in 

addition to providing financial information about the Smithsonian, will report on the 

Institution’s governance structure and activities, choices of resource allocations, and 

use of its collections.  She anticipates the Smithsonian will be required to file 13 of the 

16 new schedules in addition to the core form that is required of all filing 

organizations, and that the form will require additional staff time to complete and the 

coordination of at least 19 Smithsonian offices and several Regents’ committees.  The 

first filing will be in summer 2010 for fiscal year 2009 and will be widely available to 

the public, donors, the media, and other stakeholders. 

The new form reflects the IRS’s decision to increase its oversight of non‐profits’ 

governance practices and policies, including those that pertain to conflicts of interest.  

For instance, the section of the core form entitled “Governance, Management, and 

Disclosure” requests information about the composition, structure, and governance 

practices of an organization’s governing board, including how meetings are 

documented and if the board reviews the Form 990 prior to its filing.  Ms. Shaines said 

that the Audit and Review Committee is developing a process to facilitate the Board of 

Regents’ review of the new form.   

The new Form 990 requests detailed information on the compensation (including 

non‐taxable benefits) of officers, trustees, and key employees and will require the 

Institution to provide information on a greatly expanded number of personnel, 

including former officers, trustees, and key employees.  The new form also contains a 

new schedule — Schedule M, “Non‐Cash Contributions” — that requires extensive 

reporting of non‐cash contributions, including historical artifacts, collectibles, and 

scientific specimens.  Ms. Shaines said that the Office of General Counsel and the Office 

of the Comptroller are working with the Smithsonian’s National Collections Program 

to develop appropriate record‐keeping systems to support accurate reporting.  Dr. 

Frost asked if the requirements of Section M might create a possible conflict for 

donors with regard to the valuation of their non‐cash contributions.  Ms. Shaines said 

the form does not require contributions of objects for the collections to be valued.   

The Regents discussed the underlying reasons for the changes to the form.  Ms. 

Stonesifer said these revisions arose in part because of recent abuses of donated funds 

by some non‐profits.  The Board concurred that the new Form 990 reflects a larger 

trend towards the increased transparency in the operation of non‐profit organizations 

and agreed that the Institution should be as transparent and responsive as possible.   

REPORT OF THE AUDIT AND REVIEW COMMITTEE

Audit and Review Committee Chair John McCarter reported the Committee had 

conducted two meetings since the last Regents’ meeting.  The July 8, 2008, meeting 

was devoted to governance issues and included reports from four working groups 

charged with the governance reform items under the Committee’s purview.  The 

September 18, 2008, meeting marked the beginning of the Committee’s engagement on 
15 

the Institution’s fiscal year 2008 financial statement audit.  At that time, the Institution’s 

auditor, KPMG LLP, presented its audit plan for fiscal year 2008.   

Fiscal Year 2008

Financial Statement

Audit  

Mr. McCarter said that KPMG did not report any major changes in the scope or process of 

the audit, although he noted that for the first time this audit will include a statement of 

the final net margin for Smithsonian Enterprises.  Working with the Inspector General, 

KPMG anticipates that it will complete its audit a little earlier than last year.  KPMG also 

reported on the completion of the fiscal year 2007 A‐133 audit of the Institution’s grant 

and contract activity which they performed in concert with the Defense Contract Audit 

Agency.  Mr. McCarter noted that the Smithsonian received an Unqualified Opinion. 

Application of

Sarbanes­Oxley Act   The Committee also discussed the applicability of the Sarbanes‐Oxley Act to the 

governance of not‐for‐profit organizations.  As Sarbanes‐Oxley, which was written to 

regulate for‐profit organizations, largely focuses on the ethical, procedural, and business 

judgment tone set by the senior leadership of an organization, the Committee 

determined that the Smithsonian, at a minimum, should comply with the spirit of the Act, 

including its consideration of such issues as conflicts of interest and disclosure.  The 

Committee agreed, however, that the application of Section 404, the documentation of 

internal controls, is extremely costly and not an efficient use of funds for not‐for‐profit 

organizations.  For that reason, most of these organizations do not appear to be moving 

towards compliance with Section 404.  The majority of the Committee, however, believes 

that the Institution should continue its review of internal controls and looks forward to 

reviewing management’s plan to improve controls that will strengthen the Institution’s 

404 compliance posture.  The Committee also requested KPMG to provide information 

regarding the pros and cons of moving to a five‐year audit partner rotation, which is in 

keeping with Sarbanes‐Oxley, as well as the Committee’s preference.   

Committee Review of

New IRS Form 990

Mr. McCarter said that the Committee devoted a significant portion of its September 

meeting to a discussion of the new IRS Form 990.  He added that, just as the Regents had 

received a substantive overview of the form from the Acting General Counsel, the new 

990 has been discussed at length by the Governance and Nominating Committee, as well 

as the Compensation and Human Resources Committee.  He said that the Regents, now 

being well‐informed about the implications of the new 990, should monitor the 

implementation of the new form.  As the new form will apply to fiscal year 2009, the 

Institution will file its first 990 in the summer of 2010.  To facilitate the filing, the 

Committee proposes that three Regents’ committees — Audit and Review, Compensation 

and Human Resources, and Governance and Nominating — conduct a half‐ or full‐day 

review of the completed form prior to its submission to the IRS in the summer of 2010.  

As previously noted by the Acting General Counsel, the Committee also proposes that the 

Institution now incorporate a comprehensive review of all funding and expenses, 

including the full activity of the Federal appropriations and expenses, in the new 990.  

Mr. McCarter said that a short paper outlining the pros and cons of this change will be 

provided to the Audit and Review Committee. 

Chief Financial

Officer’s Update and

Inspector General’s

Audit Plan for Fiscal

Year 2009

Chief Financial Officer Alice Maroni updated the Committee on progress towards 

completion of Governance Reform Recommendation 23 and efforts to ensure the 

integrity of Institution’s financial information.  With the support of Booz Allen Hamilton, 

Ms. Maroni reported that a full review of the internal controls associated with 23 
16 

financial processes will likely be completed by November 2008, but certainly no later 

than January 2009.  In addition, she informed the Committee on the progress that has 

been made with regard to hiring additional audit accountants.  Inspector General 

Sprightley Ryan also presented her audit plan for fiscal year 2009.  Mr. McCarter said that 

the Committee, with KPMG present, then conducted executive sessions with the 

Inspector General and with the Chief Financial Officer, after which the Committee and the 

Secretary met alone. 

Staffing in the

Office of the

Inspector General

In response to Mr. McCarter’s report and the Inspector General’s audit plan for fiscal year 

2009, a copy of which was included in the Regents’ agenda books, Senator Leahy asked if 

the Office of the Inspector General was sufficiently staffed.  Ms. Ryan responded that, 

although her office would clearly benefit from the addition of staff, it is doing relatively 

well given the overall shortage of staff throughout the Institution.  She said that, until 

staffing shortages are addressed in certain sectors of the Institution (such as the need for 

more accountants in the Office of the Chief Financial Officer), the Office of the Inspector 

General likely will continue to identify in her audits some issues (such as the need for 

more internal documentation control) that can only be addressed with the infusion of 

more personnel.  Ms. Ryan added that the change in the reporting structure — the 

Smithsonian’s Inspector General now reports directly to the Board of Regents — has 

enhanced the ability of her office to conduct its oversight responsibilities; she also noted 

that the office will receive two more positions if the appropriations bill for fiscal year 

2009 is passed by Congress.   

REPORT OF THE STRATEGIC PLANNING AND PROGRAMS 

COMMITTEE

Committee Chair Doris Matsui presented the Report of the Strategic Planning and 

Programs Committee.  The Committee held its inaugural meeting on September 15, 

2008, after preliminary meetings among Ms. Matsui, Secretary Clough, and Mr. Sant.   

Proposed

Partnership

Agreement: National

Zoological Park and

George Mason

University  

Ms. Matsui first reviewed a proposed collaboration between the National Zoological 

Park (NZP) and George Mason University (GMU).  The proposed partnership 

agreement, which is supported by the Committee, would develop an academic training 

program in conservation science at the NZP’s Conservation and Research Center in 

Front Royal, Virginia.  Ms. Matsui emphasized that the jointly managed and funded 

initiative is non‐exclusive and would not add to the Institution’s overall maintenance 

backlog.  She directed the Regents’ attention to the proposed Memorandum of 

Understanding found in their agenda books, which specifies the agreement would last 

30 years, after which the buildings constructed for the program would revert to the 

Smithsonian for its use.   

Secretary Clough endorsed the proposal, noting that the partnership will further 

conservation education by providing students, faculty, and a tuition stream.  He cited 

other successful collaborations between the Smithsonian and academic institutions, 

such as the Cooper‐Hewitt/Parsons School of Design partnership, and expressed his 

intention to revitalize the Institution’s visiting scientist program.  Acting Under 
17 

Secretary for Science Charles Alcock said that academic partnerships such as this will 

provide strength and depth to the Institution’s training opportunities.  He added that 

academic partnerships will be increasingly important to both the future of the 

Institution and the next generation of researchers, and said that the NZP‐GMU 

collaborative will likely provide inspiration for the development of other partnerships.  

A motion to endorse the proposed Memorandum of Understanding was proposed, 

seconded, and approved. 

See attached Resolution 2008.09.10 (Minutes of the Board of Regents, Appendix A).

Strategic Planning

Initiative

Ms. Matsui and Secretary Clough gave a report on the large‐scale, year‐long strategic 

planning initiative the Institution is about to undertake.  The combined efforts of Booz 

Allen Hamilton (BAH), Global Business Network (GBN), and the Smithsonian’s Office of 

Policy and Analysis and will seek to engage all Smithsonian stakeholders in the 

development of a “living document” that articulates the Institution’s role in the 21st

century.  The dynamic plan will project some 30 to 40 years into the future while, 

through a process of ongoing review and renewal, adapt as needed to changing 

conditions.  It will inform the Smithsonian’s upcoming capital campaign and support 

efforts to explain the Institution’s unique status to the Congress. 

Secretary Clough said that GBN is recognized for providing strategic expertise in 

scenario‐based planning initiatives.  Ms. Matsui reminded the Regents that GBN 

Co‐Founder and Chairman Peter Schwartz would share his views with the Regents 

during their luncheon break and that BAH Senior Vice President Reggie Van Lee also 

would be present.  Mr. Kogod asked about the contract fees for the project and Ms. 

Maroni provided the Board with background on the potential contract costs. 

The focus of the Regents’ first annual public meeting, which is scheduled for 

November 17, 2008, will be supporting the Secretary’s strategic planning initiative.  

The event will offer the Regents the opportunity to receive first‐hand input from the 

public and allow Smithsonian stakeholders an opportunity to observe the Regents’ 

deliberations.   

Committee Charter Following the discussion of the Smithsonian’s strategic plan, Ms. Matsui presented the 

Charter of the new Committee for the Regents’ approval.  The Charter notes that the 

Committee will oversee the development and implementation of a pan‐institutional 

strategic plan; provide programmatic guidance and direction; review major 

programmatic initiatives; and help promote collaborations that link the Institution’s 

units, as well as between the Smithsonian and outside institutions.  She pointed out that 

the previously approved motion to support an educational partnership between the 

National Zoo and George Mason University was an excellent example of the Committee’s 

mission in action.  The motion to approve the Charter was accordingly approved.   

The Board adjourned for lunch at 12:05 p.m. 

See attached Resolution 2008.09.11 (Minutes of the Board of Regents, Appendix A).
18 

  AFTERNOON PLENARY SESSION

The Chancellor called the afternoon session to order at 1:14 p.m.   

Board Cultivation

and Self­Assessment

Survey

REPORT OF THE GOVERNANCE AND NOMINATING COMMITTEE

On behalf of the Governance and Nominating Committee Chair Shirley Ann Jackson, 

Regent Doris Matsui reported on the Committee’s work over the past four months.  

She noted that the Committee had engaged outside consultants Isaacson, Miller to 

assist in strengthening the pool of potential Regent nominees.  The goal of the 

Committee is to present two nominees for consideration to the full Board at its 

November 2008 meeting.  Ms. Matsui next noted that Regents will receive the first 

self‐assessment survey, the results of which will be reviewed by the Committee.  The 

Committee will then report back to the Board with potential next steps in the near 

future.  She added that the Committee would like to regularly conduct this self‐

assessment process, ideally on an annual basis. 

Advisory Board

Appointments

Ms. Matsui explained that among the new tasks assigned to the Committee is the initial 

review of appointments to various Smithsonian advisory boards.  She reported that 

the Committee reviewed the nominations presented to the Board and recommended 

their approval.  With regard to the reappointments recommended to the Advisory 

Council of the National Museum of African American History and Culture, Ms. Matsui 

noted that the Council, along with Secretary Clough and Museum Director Lonnie 

Bunch, asked that the term‐limit provisions — two terms — contained in the statute 

creating that Museum be waived on the grounds that these members’ continued 

service will benefit the Museum as it enters a critical fund‐raising and planning period.  

Pursuant to the Smithsonian’s Charter, the Regents possess the authority to waive 

certain advisory board term limitations established by statute.  Ms. Matsui added that 

the Advisory Council of the National Museum of African American History and Culture 

is in the process of permanently revising its bylaws to address term limitations, as 

well as the Council’s size. 

The Regents then agreed to waive the term‐limit provision for the Advisory Council of 

the National Museum of African American History and Culture and approved the 

nominations for appointment and reappointment to 10 Smithsonian advisory boards. 

See attached Resolutions 2008.09.12 – 2008.09.21 (Minutes of the Board of Regents,

Appendix A).

Committee Charter Ms. Matsui explained that over the past six months, the Committee and staff have 

developed a template for use by Regent committees in drafting their charters.  In 

creating that document, she added, the Governance and Nominating Committee 

concluded that its Charter, approved by the Board last May, required some minor 

changes to conform to the template.  In addition, the Charter also was updated to 

implement a key recommendation adopted by the Board at its May 2008 meeting 

regarding the roles of Governance and Nominating and the Executive Committees.   
19 

The Charter now contains a provision stating that that the Executive Committee will 

provide periodic reports on any decisions and substantive actions taken between full 

Board meetings to the Governance and Nominating Committee.  The proposed Charter 

was accordingly approved. 

See attached Resolution 2008.09.22 (Minutes of the Board of Regents, Appendix A).

Bylaw Amendments The Board then considered a series of proposed improvements to the Regents’ Bylaws.  

On August 23, 2008, pursuant to Bylaw 1.02, all Regents received a revised set of 

Bylaws along with an explanation of the proposed changes.  The amendments, Ms. 

Matsui explained, were approved by the Committee over the summer and were 

designed primarily to implement the recommendations adopted by the Board 

regarding the size, structure, and composition of the Board.  The proposed changes 

address the creation or refinement of committee mandates, as well as the positions 

and responsibilities of Board officers.  The Committee also accepted certain staff 

recommendations to create specific bylaws to describe the positions of Inspector 

General and Chief of Staff to the Regents, in addition to addressing the making and 

maintenance of Board minutes, balloting, and records.  Some additional, non‐

substantive recommendations were received during the 30‐day comment period and 

were included for the full Board’s consideration.  Ms. Matsui noted that future changes 

in the Institution’s organizational structure may require future modifications to the 

Bylaws.   

A number of amendments, she reported, were not substantive and generally corrected 

inconsistent style or promoted agreement between individual bylaws.  She stressed 

that one seemingly minor change was representative of an important shift in the 

Committee and the Board’s thinking.  In revised Bylaw 2.10, the Committee 

recommended that meeting minutes be made available as soon as practicable to not 

only the Board and the Congress, but also the public.  This, Ms. Matsui emphasized, is 

another acknowledgement of the Regents’ commitment to the transparency of its 

actions.  Following a brief discussion, the Regents approved the adoption of the Bylaw 

amendments.   

See attached Resolution 2008.09.23 (Minutes of the Board of Regents, Appendix A).

Election of the Vice

Chair   Ms. Matsui noted that the newly adopted Bylaws created the position of Vice Chair of 

the Board.  In anticipation of the Board’s adoption, the Committee recommended the 

election of Patricia Q. Stonesifer to that position, effective immediately.  Ms. Stonesifer, 

who abstained from the vote, was unanimously elected to the position. 

See attached Resolution 2008.09.24 (Minutes of the Board of Regents, Appendix A).

Election of the Chair The Regents next turned to the election of a Chair to succeed Mr. Sant when his term 

expires in January 2009.  Ms. Matsui noted that Mr. Sant suggested that this election be 

conducted in September 2008 rather than January 2009 to ensure a smooth transition 

of authority and added that the Committee recommended Patricia Q. Stonesifer be 

elected Chair.  If elected, Ms. Matsui explained, Ms. Stonesifer would serve as Vice  
20 

Chair and Chair‐Elect until the Board’s January 2009 meeting, at which time a 

replacement will be elected to succeed her as Vice Chair.  The Board then elected Ms. 

Stonesifer, who abstained from the vote, to a one‐year term as Board Chair effective 

January 28, 2009. 

See attached Resolution 2008.09.25 (Minutes of the Board of Regents, Appendix A).

Regents’ Position

Descriptions

Lastly, Ms. Matsui reminded the Board that the Committee’s recommendations 

regarding the size, structure, and composition of the Board were based on the 

consultants’ report that suggested certain refinements to the “position description” for 

Regents.  As a result, the Committee proposed that a revised version of the Regent’s 

position description explicitly state that Regents are accountable for executing their 

responsibilities with due care.  In addition, the proposed changes are intended to 

clarify the Chancellor’s role, which is to preside over meetings, while the Chair’s 

remains that of being the overall leader of the Board.  In addition, the Committee 

revised the Chancellor’s description to reflect that he participate with the Executive 

Committee in the development of the agenda for Board meetings.  Without discussion, 

the Board approved a motion to adopt the revised statement of the “Duties and 

Responsibilities of the Regents.” 

See attached Resolution 2008.09.26 (Minutes of the Board of Regents, Appendix A).

REPORT OF THE FACILITIES COMMITTEE

Committee Chair Robert Kogod presented the Report of the Facilities Committee.  The 

Committee met on September 4, 2008, and discussed several issues that reflect its 

increased oversight and advisory responsibilities.  Mr. Kogod said that the Committee 

also discussed the status of the Legacy Fund challenge. 

Proposed Lease

Agreement for

Cooper­Hewitt,

National Design

Museum  

Mr. Kogod then presented a new proposed lease agreement for space to accommodate 

collections, labs, and photo studios for Cooper‐Hewitt, National Design Museum, 

during its planned renovation.  He reminded the Board that the parameters of another 

proposed agreement had been approved by the Board during its May 2008 meeting.  

That agreement, he said, had since fallen through, which led to the negotiation of the 

proposed agreement now before the Board.  Mr. Kogod noted that the terms and 

conditions of the new lease agreement are as good as, if not better than, the prior 

agreement and that, like the earlier agreement, was subject to approval by the Board 

because its net present value was over $10 million.  The motion was accordingly 

approved. 

See attached Resolution 2008.09.27 (Minutes of the Board of Regents, Appendix A).

Arts and Industries

Building Update

Mr. Kogod next presented an update on the Arts and Industries Building.  Because the 

Board previously suspended the pursuit of a private/public partnership to revitalize  
21 

the building, the Institution has developed a plan to stabilize the property for the short 

term until a long‐term use is determined.  The $75 million plan will stabilize the 

building’s roof, exterior shell, and interior infrastructure.  

When questioned about the funding source the plan, Secretary Clough explained that 

there is not a formal Federal funding request at this time because the recent exploration 

of a private/public partnership had removed the building from the list of Smithsonian 

facilities prioritized for revitalization.  He said, however, that the Institution is in the 

process of reestablishing the building as a priority and that he has been encouraged by 

the fact that the House included funds for the building in its proposed fiscal year 2010 

budget.  He also reminded the Regents of Congress’s expressed interest in seeing the 

building renovated and open to the public.  Secretary Clough said that he has initiated a 

“possibility study” of potential uses for the building and noted that volumes of 

suggestions for the creative use of the building had been received from staff in response 

to Acting Secretary Samper’s request for their input. 

Mr. Kogod also clarified an issue left unresolved at the last Regents’ meeting.  He said that 

the Regents’ prior decision to close the Arts and Industries Building had been supported 

by three well‐documented engineering studies overseen by the Smithsonian’s Office of 

Facilities Engineering and Operations.   

Master Plans for Two

Facilities and the

Committee Charter

Mr. Kogod then directed the Board’s attention to the master plans for the National 

Zoological Park and the Smithsonian Environmental Research Center.  He noted that the 

Facilities Committee had affirmed both plans.  The amended Charter of the Facilities 

Committee was then presented for the Regents’ consideration.  Mr. Kogod explained that 

the proposed changes will align the Charter with the standard template for Regents’ 

committee charters.  Accordingly, the motion was approved. 

See attached Resolution 2008.09.28 (Minutes of the Board of Regents, Appendix A).

Fiscal Year 2008

Financial Report  

REPORT OF THE FINANCE COMMITTEE

Robert Kogod presented the report of the Finance Committee on behalf of Committee 

Chair Eli Broad, who was unable to attend this portion of the Regents’ meeting.  Mr. 

Kogod said that the Finance Committee’s September 16, 2008, meeting included a 

review of the Institution’s fiscal year 2008 financial report.  He reported that the 

Institution is in sound financial condition, with net income from Smithsonian 

Enterprises on track to exceed budget.  He said that private‐sector giving has been 

stronger than expected, but added that the Institution is cautious about future giving 

trends.  The forecast for the Institution’s diversified investment portfolio was 

prepared in August 2008 and projects a value of $1.021 billion at year‐end.  The poor 

performance of the financial markets is evident in the fiscal year‐end forecast for the 

Institution’s net assets, which anticipates a decrease of $10 million, or $43 million 

below budget. 
22 

Fiscal Year 2009

Federal and Trust

Budgets

The Committee also received a presentation on the fiscal year 2009 budget, which 

anticipates the impact of a six‐month Continuing Resolution.  Management has 

implemented a Federal hiring freeze and will postpone the replacement of vehicles 

and obsolete computers.  The fiscal year 2009 fund‐raising goal is $130 million, 

including restricted and unrestricted contributions. 

Mr. Kogod said that creating the fiscal year 2009 budget was extremely challenging 

and credited the Chief Financial Officer and the Acting Under Secretary for Finance 

and Administration, as well as their staff, for their efforts.  The exceptionally tight 

budget has required units across the Smithsonian to carefully review their Federal and 

Trust budgets and make necessary sacrifices.   

Mr. Sant noted that the projected Endowment return of $40 million may change in 

response to factors outside of the Institution’s control.  Secretary Clough commented 

that the Endowment’s payout is based on a trailing average value of the Endowment 

over the prior five years, which is of benefit to the Institution.  Chief Financial Officer 

Alice Maroni then explained that, with respect to the fiscal year 2009 budget, 

management made a conservative decision not to predict the market’s performance 

and included the Institution’s earnings benchmark as a placeholder with respect to the 

Endowment.   

The Regents then approved the budget of appropriated funds for fiscal year 2009, 

when signed into law by the President, and authorized the Secretary to expend such 

funds.  It was noted that any material changes in program plans incorporated into the 

Federal budget would be made only with the approval of the Board of Regents or its 

Executive Committee. 

See attached Resolution 2008.09.29 (Minutes of the Board of Regents, Appendix A).

The Regents next approved the budget for Trust funds for fiscal year 2009 and 

authorized the Secretary to expend such funds.  It also was noted that any material 

changes in program plans incorporated into the Trust budget would be made only 

with the approval of the Board of Regents or its Executive Committee.

See attached Resolution 2008.09.30 (Minutes of the Board of Regents, Appendix A).  

Fiscal Year 2010

Federal Budget

The proposed fiscal year 2010 Federal budget was then discussed.  Mr. Kogod 

reminded the Regents that, contrary to normal practice, the Office of Management and 

Budget (OMB) is not conducting its normal budget‐building process this year because 

of the upcoming change in the Administration.  Regardless, the Institution decided to 

proceed with its usual programmatic decision‐making process in preparation for 

possible questions from OMB or a submission request from the presidential transition 

team. 

Consistent with past requests that were supported by the Board, management 

developed a proposed Federal budget that accurately reflects the Institution’s needs 

and not the significantly lower Federal budget it anticipates it will receive.  Mr. Kogod  
23 

said that the Committee therefore recommends that the Board of Regents submit a 

fiscal year 2010 Federal budget that is $167 million more than the fiscal year 2009  

appropriation request, an increase of 23%.  The Regents then approved the 

Smithsonian Institution budget request for appropriated funds for fiscal year 2010 for 

presentation to the Office of Management and Budget.  It was noted that any material 

changes in program plans incorporated into the Federal budget would be made only 

with the approval of the Board of Regents or its Executive Committee. 

See attached Resolution 2008.09.31 (Minutes of the Board of Regents, Appendix A).

Reassignment of

Funds to the

Archives of

American Art

Endowment  

Mr. Kogod then discussed a proposal to reassign $2.36 million within the Institution’s 

Endowment to the Archives of American Art (AAA) Endowment.  The funds represent 

the remainder of a grant that AAA received for the purpose of consolidating its 

collections and operations at the Victor Building.  The Board accordingly approved the 

motion.   

See attached Resolution 2008.09.32 (Minutes of the Board of Regents, Appendix A).

Committee Charter The amended Finance Committee Charter was next presented.  Mr. Kogod noted that 

the primary changes in the Charter reflect the Regents’ May 2008 decision to establish 

a standing Investment Committee and divide the duties of the former Finance and 

Investment Committee accordingly.  The proposed motion was accordingly approved. 

See attached Resolution 2008.09.33 (Minutes of the Board of Regents, Appendix A).

Creation of the

Reynolds Center

Enhancement Fund  

The Regents then considered a proposal to place $1.3 million from the Institution’s 

working capital into a newly created quasi‐endowment fund to benefit the Donald W. 

Reynolds Center for American Art and Portraiture.  Mr. Kogod explained that the funds 

represent an earlier advance made by the Smithsonian American Art Museum on 

behalf of the National Portrait Gallery for the purpose of maintaining the construction 

and renovation schedule of the Reynolds Center.  As the National Portrait Gallery does 

not have sufficient monies to repay the advance, management proposes repaying the 

Smithsonian American Art Museum with working capital funds that would be placed 

in a quasi‐endowment fund for five years in anticipation of future work on the F Street 

stairs project.  Accordingly, the Regents approved the creation of the Reynolds Center 

Enhancement Fund and the transfer of $1.3 million in Trust funds from the 

Institution’s working capital to fund the new quasi‐endowment.   

See attached Resolution 2008.09.34 (Minutes of the Board of Regents, Appendix A).

Oversight of

Smithsonian

Enterprises

Mr. Kogod closed his remarks by noting that Tom Ott, the Acting President of 

Smithsonian Enterprises, presented a fiscal year 2009 budget and capital plan that 

projects a $27 million gain for fiscal year 2009.  Mr. Kogod said that, in the absence of an 

advisory board for Smithsonian Enterprises, the Finance Committee has assumed 

oversight responsibilities for the unit’s budget.  As previously noted in this meeting of the 

Board of Regents, Mr. Kogod said that the development of an appropriate oversight 

structure for Smithsonian Enterprises is an issue that requires further consideration. 

MINUTES OF THE BOARD OF REGENTS

September 22, 2008

APPENDIX A 

APPROVED RESOLUTIONS

VOTED that the Board of Regents approves the amended Charter of the Executive Committee. 

[2008.09.01]

VOTED that the Board of Regents gratefully creates and names The Coralyn Wright Whitney 

Endowment, an endowment to support gem acquisitions and activities related to the National 

Gem Collection. The Board also approves using the funds identified for this purpose. 

[2008.09.02] 

VOTED that the Board of Regents recognizes the generosity of Helen Marsh Reinsch to the 

National Portrait Gallery and creates and names the Reinsch Family Education Endowment to 

support the Gallery’s educational programs. [2008.09.03] 

VOTED that the Board of Regents creates and names The Edward B. and Phyllis E. Reed 

Endowment for Copepoda Research at the National Museum of Natural History, an endowment 

to fund and facilitate original scholastic research and study of copepoda. The endowment is to 

be administered through the Department of Invertebrate Zoology or an appropriate successor 

entity or entities. [2008.09.04] 

VOTED that the Board of Regents creates and names the Zug Family Amphibian and Reptile 

Endowment for the Smithsonian Institution Libraries, the purpose of which shall be to 

supplement annual subscriptions to serial publications dealing primarily with the biology, 

evolution, and systematics of amphibians and reptiles. [2008.09.05] 

VOTED that the Board of Regents recognizes the generosity of the IBM Corporation and 

accepts the terms of the gift agreement. [2008.09.06] 

VOTED that the Board of Regents recognizes the generosity of Daniel Sienkiewicz to the 

National Air and Space Museum and permits his bequest gift of $345,788.75 to be used by the 

Museum to support the second phase of construction of the Steven F. Udvar‐Hazy Center. 

[2008.09.07]

VOTED that the Board of Regents approves the Charter of the Advancement Committee. 

[2008.09.08] 

VOTED that the Board of Regents approves the amended Charter of the Compensation and 

Human Resources Committee. [2008.09.09] 
2 

VOTED that the Board of Regents authorizes the Secretary to enter into an agreement between 

the National Zoological Park and George Mason University to create a partnership supporting 

conservation research and education at the National Zoological Park’s Conservation and 

Research Center in Front Royal, Virginia, and requests that periodic progress reports be 

presented to the Strategic Planning and Programs Committee. [2008.09.10] 

VOTED that the Board of Regents approves the Charter of the Strategic Planning and Programs 

Committee. [2008.09.11] 

VOTED that the Board of Regents appoints Ann E. Berman, Leslie K.S. Fogg, John K. Howat, and 

Rona Roob and reappoints Barbara G. Fleischman, Suzanne D. Jaffe, Wendy Jeffers, Frank 

Martucci, Janice C. Oresman, and John Robinson to the Board of Trustees of the Archives of 

American Art for three‐year terms effective immediately. [2008.09.12] 

VOTED that the Board of Regents appoints Amita Chatterjee, and reappoints Michèle Gerber 

Klein and Karen A. Phillips to the Board of Trustees of Cooper‐Hewitt, National Design Museum 

for three‐year terms effective immediately. [2008.09.13] 

VOTED that the Board of Regents appoints Joseph Clark and Allan M. Holt to the Board of the 

National Air and Space Museum for three‐year terms effective October 14, 2008. [2008.09.14] 

VOTED that the Board of Regents appoints Okwui Enwezor, Wendell McCain, Gwen Mikell, and 

Raymond Whiteman to the Board of the National Museum of African Art for three‐year terms 

effective immediately. [2008.09.15] 

VOTED that the Board of Regents appoints Timothy O’Neill and James Vella to the Board of 

Directors of the National Museum of American History, Kenneth E. Behring Center, for three‐

year terms effective October 1, 2008. [2008.09.16] 

VOTED that the Board of Regents appoints Ben Nighthorse Campbell, Philip Deloria,  

Lucille A. Echohawk, Maurice A. John, Sr., Marshall McKay, Ronald J. Solimon, and Lynn 

Valbuena to the Board of Trustees of the National Museum of the American Indian for three‐

year terms effective January 1, 2009. [2008.09.17] 

VOTED that the Board of Regents appoints Whitney MacMillan to the National Museum of 

Natural History Board for a three‐year term effective immediately. [2008.09.18] 

VOTED that the Board of Regents appoints David E. Longnecker to the Advisory Board of the 

Smithsonian Environmental Research Center for a three‐year term effective immediately. 

[2008.09.19] 

VOTED that the Board of Regents appoints Robert N. Snyder to the Smithsonian Institution 

Libraries Board of the Smithsonian Institution Libraries for a three‐year term effective January 

1, 2009. [2008.09.20] 
3 

VOTED that the Governance and Nominating Committee recommends that the Board of 

Regents reappoints James I. Cash, Jr.; James A. Johnson; Ann Dibble Jordan; E. Stanley O’Neal; 

Franklin D. Raines; and Anthony Welters to the Advisory Council of the National Museum of 

African American History and Culture for three‐year terms effective immediately. This 

recommendation is contingent upon adoption of the Advisory Council Co‐Chairs’ 

recommendation by the Advisory Council membership. [2008.09.21]

VOTED that the Board of Regents approves the amended Charter of the Governance and 

Nominating Committee. [2008.09.22] 

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

Smithsonian’s Board of Regents. [2008.09.23] 

VOTED that, pursuant to Bylaw 5.03, the Board of Regents elects Patricia Q. Stonesifer as Vice 

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

[2008.09.24] 

VOTED that, pursuant to Bylaw 5.02, the Board of Regents elects Patricia Q. Stonesifer as Chair 

of the Smithsonian’s Board of Regents for a one‐year term effective January 28, 2009. 

[2008.09.25] 

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

duties of the Chancellor and Chair of the Smithsonian’s Board of Regents. [2008.09.26] 

VOTED that the Board of Regents approves the Secretary’s request to lease approximately 

25,000 square feet of collection housing, lab, and photo studio space at 560 Irvine Turner Blvd., 

Newark, New Jersey, to provide off‐site space for Cooper‐Hewitt, National Design Museum 

during the planned revitalization of its Carnegie Mansion and Miller and Fox townhouses. In 

addition, the Board approves the proposed financing plan for necessary tenant improvements. 

[2008.09.27]

VOTED that the Board of Regents approves the amended Charter of the Facilities Committee. 

[2008.09.28] 

VOTED that the Board of Regents approves the budget of appropriated funds for fiscal year 

2009 when signed into law by the President and authorizes expenditures by the Secretary in 

accordance therewith. Any material changes in program plans incorporated into this budget 

shall be made only with the approval of the Board of Regents or its Executive Committee. 

[2008.09.29] 

VOTED that the Board of Regents approves the institutional budget for Trust funds for fiscal 

year 2009 reflected in this report and authorizes expenditures by the Secretary in accordance 

therewith. Any material changes in program plans incorporated into this budget shall be made 

only with the approval of the Board of Regents or its Executive Committee. [2008.09.30] 
4 

VOTED that the Board of Regents approves the Smithsonian Institution budget request for 

appropriated funds for fiscal year 2010 for presentation to the Office of Management and 

Budget. Any material changes in program plans incorporated into this budget shall be made 

only with the approval of the Board of Regents or its Executive Committee. [2008.09.31] 

VOTED that the Board of Regents approves the transfer of $2.36 million of the $70 million 

short‐term funds currently invested in the Institution’s Endowment to the Endowment of the 

Archives of American Art. [2008.09.32] 

VOTED that the Board of Regents approves the amended Charter of the Finance Committee. 

[2008.09.33] 

VOTED that the Board of Regents approves the creation of a quasi‐endowment called the 

Reynolds Center Enhancement Fund and the transfer of $1.3 million from the Smithsonian 

Institution Central Trust to fund it. [2008.09.34]