February 2, 1990

*No minutes available, resolution summary below:

RESOLUTION 1990-01: Shares of telescope time.

RESOLUTION 1990-02: Incorporation.

RESOLUTION 1990-03: WIYN name.

RESOLUTION 1990-04: Cost accounting system.

RESOLUTION 1990-05: Value of MOS.

RESOLUTION 1990-06: Cost of operations.

RESOLUTION 1990-07: Acceptance of cost estimate.

June 8, 1990

Face-to-face meeting in New Haven

RESOLUTION 1990-08: Accept the WIYN Agreement and Exhibits A and B as they have been amended.

RESOLUTION 1990-09: The Board accepts the By-Laws as amended. [The formal acceptance of the By-Laws, after the signing of the Agreement, will be done by a vote by proxy of the Board, hopefully in July].

RESOLUTION 1990-10: During the period between the Board Meeting and the next one in October, the President is empowered to act on behalf of the WIYN board regarding matters of insurance, accoutning, and contracting.

RESOLUTION 1990-11: The President and/or Secretary are empowered to file Articles of Incorporation.

October 22, 1990

Face-to-face meetingn in Indiana

RESOLUTION 1990-12: The Board is pleased to acknowledge the approval by the National Science Foundation of NOAO's participation in WIYN as expressed in the letter of (Oct 17, 1990, date of receipt) from Aaron Asrael to Goetz Oertel, and with this approval to proceed to incorporation.

RESOLUTION 1990-13: The WIYN Bylaws were adopted unanimously by the Board, effective October18, 1990.

RESOLUTION 1990-14: Election of Officers: The Board approved all past elections of officers for 3 year terms (beginning October 18, 1990). These include Blair Savage (UW) as President, Richard Durisen (IU) as Treasurer, and Catherine Pilachowski (NOAO) as Secretary.

RESOLUTION 1990-15: Approval of Minutes: The Board approved all previous actions by the ad hoc WIYN Board as reflected in previous minutes.

RESOLUTION 1990-16: Appointment of Legal Counsel: Kathy Irwin's proposal for legal services (to be charged at $625 per month) was approved.

RESOLUTION 1990-17: Financial Services: The Board approved a Letter of Agreement with NOAO to provide accounting services at the rate NOAO charges the AURA Corporate Office for business services plus a one-time setup charge of $5000. A copy of the Letter of Agreement is contained in the proceedings of the meeting.

RESOLUTION 1990-18: Authorization of New Accounts: The Board approved the authorization of new ledger accounts as in the Letter of Agreement with NOAO, Exhibit A. Three money market accounts now in AURA's name should be changed to WIYN after incorporation is complete. A resolution designating Citibank (Arizona) as the depository for funds of the WIYN Corporation and setting forth signature authority on accounts set up for that purpose was moved, seconded, and approved unanimously. The resolution will be circulated to the appropriate officers and managers for their signatures and returned to the Secretary. A copy of the resolution is contained in the proceedings. A federal tax ID number will be required.

RESOLUTION 1990-19: Insurance: Johns presented a report on the costs of various types of insurance required by the corporation. Property loss insurance has already been arranged in time to cover the primary mirror during shipment to Kitt Peak for aluminization. The other types of insurance discussed were Directors and Officers (D&O) and General Comprehensive Liability. The Board approved the recommendations in Johns' report (in the proceedings of the meeting) and authorized President Savage to approve the purchase of insurance. The insurance will be re-evaluated every year as rates vary and we learn more about what we need.

RESOLUTION 1990-20: The Board approved L&F Industries as the sole source for fabrication of the WIYN telescope mount.

RESOLUTION 1990-21: A Scientific Advisory Committee will be formed to advise the Project Manager and to assist with project reviews. Each institution will appoint one member of the SAC.

RESOLUTION 1990-22: The Board approved Johns' recommendation of Don Versluis as Contracts Officer.

Last modified: 03-Apr-2020 14:25:51 MST