Memorial Resolution for the Honorable Walter H. Annenberg, W'31, H'66

Ambassador Walter H. Annenberg, W'31, H'66, loyal alumnus, Emeritus Trustee of the University, and former U.S . Ambassador to Great Britain, was a generous man of far-reachin g abilities and extraordinary vision. Editor and publisher, broadcasting executive, diplomat, art collector, and world famous philanthropist, he built libraries, schools, and theaters across th e country, seeking always to equalize opportunities for all its citizens His belief in the power and potential of individual development was reflected in his statement that "education is the glue tha t holds civilization together."

Over the years, he earned an indelible place at Penn, where his name represents the highest ideal s of our society . The Annenberg School for Communication elevates standards of professionalism and ethics in the fields of communications and journalism . The Annenberg Institute for the Study of Democratic Institutions and Government and the Institute for Adolescent Risk Communication, both of which operate under the auspices of the School's Annenberg Publi c Policy Center, effectively address some of the most critical issues of our time.

Across the University, 16 Annenberg professorships and numerous fellowships strengthen ou r schools, centers, and programs . Annenberg scholarships provide financial assistance to student s who would not otherwise be able to afford undergraduate and graduate education. The Annenberg Center for the Performing Arts continues to bring great theater, dance, and music to our campus and the larger community . The Center for Advanced Judaic Studies, the only institution in the world devoted exclusively to post-doctoral research on Jewish civilization, was made possible by an Annenberg endowment . Although it was never possible to completely convey our gratitude to our unparalleled benefactor, we hope he knew how much his alma mater appreciated him. In 1991 Penn's Alumni Society presented him with its Alumni Award of Meri t and in 1994 he was awarded the University's Presidential Medal . The Walter H . and Leonor e Annenberg Rare Book and Manuscript Library in Penn's Van Pelt-Dietrich Library Center wa s named in appreciation of the family's extraordinary contributions to learning .

A leader in the publication field, Walter Annenberg began his career as the owner of , where he started Seventeen Magazine and TV Guide and pioneered educationa l broadcasting, for which he has been widely recognized . He also served as editor and publisher of the Inquirer. In the course of his varied life, he was celebrated throughout the world for his generosity and vision . In addition to international honors, including awards fro m Great Britain, Finland, France, Italy, and the Vatican, he received many of this country's highes t awards, including the Medal of Freedom and the of the National Endowment for the Arts . A member of the American Philosophical Society and the America n Academy of Arts and Sciences, he received numerous honorary degrees from colleges and universities in the United States and abroad. He was also a noted art collector, and an emeritus trustee of the Metropolitan Museum of Art and the Philadelphia Museum of Art . As Chairman of the , Walter Annenberg was a patron of the arts, sciences, and humanities, and great champion of social causes in his own country, to which he was devoted , and throughout the world .

1 At Penn, we are especially fortunate to have known him and to have benefited so directly from this commitment to education. Blessed with many talents, both in the modem sense and in th e ancient sense of monetary units, he possessed the genius to make his talents multiply and the nobility to offer them up to the greater good . To us, he was a constant source of support, guidance, and inspiration . We will miss him very much.

RESOLVED, that the Trustees of the University of Pennsylvania convey their sorrow at th e death of their colleague and long-time friend, Walter H . Annenberg, and in recording this official minute on behalf of the University community, share their deep appreciation and affection with the family of one of Penn's most esteemed and beloved alumni .

2 Memorial Resolution for I .W. Burnham II, W'3 1

I.W. Burnham II, W'31, a man as proud of his Penn connection as of his storie d accomplishments on Wall Street, was an exemplar of those who do both well and good .

A native of Baltimore, he came to Penn to study finance on the recommendation of his father, who suggested that becoming a stockbroker would be more financially rewarding than following in his own footsteps as a doctor . He enjoyed his Wharton classes and credited the lessons learned there for much of his later success, saying "one of the thing s I learned best at Penn was how to study a problem . " He played lacrosse all four year s and was co-captain of the 1931 team, which led to a life-long devotion to the sport at Penn. In 1998, he was inducted into the Men's Lacrosse Hall of Fame .

Founding Burnham & Company in 1935, he led the securities company, later Drexe l Burnham Lambert, through a period of extraordinary growth and innovation . At the time of his death, he was Honorary Chairman of Burnham Securities, Inc., and Chairman and Director of the Burnham Fund and Burnham Asset Management Corporation . A past chairman of the Securities Industry Association, he also served on its Governing Council .

Believing in giving back to the community, he was a trustee of the Federation of Jewish Philanthropies and the Lexington School for the Deaf, and Chairman of the Wall Street Division of the YMCA . In recognition of his community service, he received th e Brotherhood Award from the National Conference of Christians and Jews, the Herbert H . Lehman Human Relations Award, and the Wall Street Man of the Year Award from B'nai B'rith Youth Services. These were in addition to the Air Medal and Presidentia l Medal for Outstanding Civilian Services that he received for his service as both an active, flying member of the Civil Air Patrol in World War II and in the United States Navy Reserve.

Concerned about inequities in educational opportunity, he established the I .W. Burnham Fellowship Fund for minority students at the Wharton School . It was a direct consequence of what he considered his continuing education as a Penn Trustee . Indeed, his trusteeship was a source of great pride, as was his record of giving to a wide variet y of areas across the University . He spoke of enjoying "the pleasure of helping out wherever [he] could ." Among his benefactions was the I .W. Burnham II Endowe d Scholarship Fund and annual gifts to a variety of sports . He was also instrumental in establishing the Drexel Burnham Lambert Professorship at Wharton.

Perhaps his greatest source of pride was his Penn family, including his son, Jon, and four alumni grandchildren . With his characteristic sense of humor, he liked to cite their caree r successes as proof that a Penn education enables one to find a job . For him, the Penn experience never ended.

RESOLVED, that the Trustees of the University of Pennsylvania express their deep sorrow at the death of their colleague and long-time friend, I . W. "Tubby" Burnham II,

3 and in recording this official minute, share with his family their deep appreciation and affection for one of the University's most esteemed and beloved alumni .

4 Resolution of Appreciation for Yotaro Kobayashi, WG'5 8

Yotaro Kobayashi, hailed by U.S. News & World Report as a quintessential 21st Century Executive, has been one of Penn's most influential spokesmen in Japan .

Receiving his BA from Keio University in Tokyo and his MBA from Wharton, today h e is Chairman of Keizai Doyukai, Japan's prestigious Association of Corporate Executives , and Chairman of the Board of Fuji Xerox in Japan – a company regarded as a model join t venture between United States and Japanese powerhouses . Long before the globa l economy was a force to reckon with, he saw the promise of international collaboration , particularly between the United States and Japan.

Since graduating from Wharton in 1958, he has helped Penn and Wharton achieve their global goals. Not only has he opened doors for the University in Japan, but, time and again, he has ensured Penn's vitality there, regularly hosting Wharton faculty, helping t o create Wharton's US-Japan Management Studies Center, and chairing and speaking a t numerous Wharton events in Japan. A longtime member of Wharton's Asian Executive Board, he also served as President of the Wharton Club of Japan. His extraordinary dedication to Wharton earned him the School's Alumni Award for Distinguished Service , the Wharton Alumni Association's highest honor .

A commitment to education across international boundaries has been a constant in hi s life. A University of Pennsylvania Trustee since 1998, he is also a member of Wharton' s Board of Overseers and has served on its Graduate Executive Board. He received an honorary Doctor of Humane Letters from St . Peter's College in New Jersey as well as the Morton Meyerson Award for Distinguished Service to Higher Education an d International Understanding from the University of Texas at Austin . In addition to being Vice Chairman of the International University of Japan, he is a member of the Board o f Trustees of the Aspen Institute, a nonprofit organization that hosts programs designed t o foster morally responsible leadership throughout the world, and serves as Chairman of its affiliate in Japan.

RESOLVED, that the Trustees of the University of Pennsylvania, on behalf o f themselves, the administration, faculty, students, and alumni of the University, conve y their gratitude to Yotaro Kobayashi for sharing his global world view with Penn, and fo r his invaluable contribution in facilitating one of Penn's most successful international ventures.

5 Resolution of Appreciation for Margaret R . Mainwaring, Ed'47, HON'8 5

A devoted member of the University of Pennsylvania Board of Trustees for the past thirty years, Margaret Redfield Mainwaring has an all-Penn family and an all-Penn spirit . Earning, many times over, Penn's gratitude for the vision, talent, and energy she ha s directed to programs and initiatives across the campus, she received the Alumni Award of Merit in 1973 and an Honorary Doctor of Laws in 1985 .

Beginning her impressive Penn career as a student in the School of Education, she was active in many campus organizations, including the Kappa Alpha Theta sorority, Bennett Hall Union Board of Directors, Penn Players, Panhellenic Council, and Houston Hall Board. She was also a member of the Pi Lamba Theta honor society .

Thereafter, her leadership of a host of alumni groups and activities led to her becomin g the first woman elected as an Alumni Trustee . Holding the position of Vice Chair for ten of her fifteen years as a Penn Trustee, she went on to serve an additional fifteen as Trustee Emerita. During her tenure she has been Chair of the Trustee Committee o n Student Life and a member of the Executive, Development, and Nominating committees . For the past dozen years, she has also brought outstanding leadership to the School of Nursing, beginning as Founding Chair of the Board of Overseers, and only now retirin g from her position as Chair Emerita. Helping gain for the school a position of international prominence, she also established the Nightingale Professorship in honor of nursing war veterans.

She further advanced the Penn medical community as a member of the Health Affair s Committee and the successor boards of trustees of the University Hospital and th e Medical Center. Reflecting her personal commitment to art, she served for many year s on the advisory board of the Institute of Contemporary Art . In addition, she has lon g been a major supporter of the University of Pennsylvania Libraries, with a special interest in the Museum Library . Still providing leadership for her Class, she was a member of th e War Years Reunion Planning Committee for Penn's 2001 Alumni Weekend .

Always an inspiration to Penn women, she is a former President of the Association of Alumnae, an emerita member of the Trustees' Council of Penn Women, and a contributo r to the Bread Upon the Water Scholarship Fund. In joint support with her husband, Bruce , she has also made possible the new Mainwaring Wing at the University of Pennsylvani a Museum of Archaeology and Anthropology, the Mainwaring Family Scholarship in th e School of Nursing, and the A . Bruce and Margaret Mainwaring Trustee Scholarship . A paver on the Women's Walkway and Class of `49 Generational Bridge attests to the Pen n bond she shares with her husband and their three children, Susan, Scott, and Elizabeth .

Her many leadership positions outside of Penn have included serving as a director at Western Savings Bank, United Way of Chester County, the World Affairs Council of Philadelphia, Southeastern United Way, and two day-care centers, as well as a publi c school in Montgomery County.

6 RESOLVED, that the Trustees of the University of Pennsylvania, on behalf o f themselves, the administration, faculty, students, and staff of the University, convey their abiding gratitude to Peggy Mainwaring, a force of progress and enlightenment throughou t the University. Although she will now have more time for her many other interests , including opera, water-coloring, and travel, we know that Penn will always remain high in her affection, and she in ours .

7 Resolution to Appoint Andrea Mitchell as Charter Trustee

RESOLVED, that Andrea Mitchell be appointed a Charter Trustee effective, Novembe r 2, 2002

After serving as Program Director at WXPN while at Penn, Ms . Mitchell (CW'67) began her career in broadcast journalism by covering Philadelphia's City Hall for local radi o station KYW from 1967 to 1976 . She moved to Washington, DC, in 1976 to joi n WDVM-TV (then WTOP), the local CBS affiliate, and then in 1978 joined NBC News a s a DC-based correspondent. She covered the White House for NBC from 1981 to 1988 , and was appointed NBC's Chief Congressional Correspondent in December 1988 . Ms. Mitchell was named Chief White House Correspondent in 1992, and now serves as Chie f Foreign Affairs Correspondent . She reports on evolving foreign policy issues in the U S and abroad for all NBC News broadcasts—including "Nightly News with Tom Brokaw " and "Today"—and for MSNBC . One of NBC News' top political correspondents, Ms . Mitchell also served as host of MSNBC's "The Mitchell Report," NBC News' election - year 2000 broadcast .

A frequent speaker at University events for students and alumni, Ms . Mitchell is Chair of the Annenberg School Advisory Committee and a member of the Trustees' Council o f Penn Women. She has also been a contributing writer to the Pennsylvania Gazette . Ms. Mitchell created the Andrea Mitchell English Term Chair . She has also supported other areas of the University, including the School of Arts and Sciences, performing arts, and undergraduate financial aid.

10 Resolution to Reappoint Madlyn K. Abramson as Term Truste e

RESOLVED, that Madlyn K. Abramson be reappointed as a Term Trustee, effective November 1, 2002.

Mrs. Abramson (Ed'57, GEd'60) has been involved in education for much of her lif e including serving as a reading specialist for the School District of Philadelphia, teachin g in the Upper Darby School District, and serving as a staff member of the Montgomer y County Intermediate Unit.

Mrs. Abramson's charitable affiliations include serving as a trustee of the Jewish Federation of Greater Philadelphia, the Franklin Institute, and the American Friends o f Hebrew University . Mrs. Abramson is also a director of Fox Chase Cancer Center, the Institute for Cancer Research, American Associates of Ben Gurion University of th e Negev, Inc., and the American Oncologic Hospital.

At Penn, Mrs. Abramson serves on the Board of Overseers of the Graduate School o f Education. She is a member of the Penn Medicine Board and its Executive Committee and of the Trustees' Council of Penn Women . She served formerly on the Board of Trustees of the Hospital of the University of Pennsylvania and the Board of Overseers o f the School of Medicine. Mrs . Abramson and her husband Leonard Abramson endowe d the Madlyn and Leonard Abramson Chair in Clinical Oncology and the Nancy an d Richard Wolfson Chair in Obstetrics and Gynecology at Penn's Medical Center . The Abramson Family Foundation created the Abramson Cancer Center of the University o f Pennsylvania.

11 Resolution to Reappoint William L . Mack as Term Trustee

RESOLVED, that William L. Mack be reappointed as a Term Trustee, effectiv e November 1, 2002 .

Mr. Mack (W'61) is co-founder and Managing Partner of Apollo Real Estate Advisors , LP. The Apollo Real Estate Investment Funds invest in various diversified real estat e ventures throughout the world . He is also Chairman of the Board of Directors of Mack - Cali Realty Corporation, a publicly traded REIT that owns and operates a portfolio o f Class A office and office/flex buildings located throughout the United States . Mr. Mack is also Senior Managing Partner of the Mack Organization, a national owner, investor , and developer of warehouse facilities .

Mr. Mack is the Chairman of the Metropolis Realty Trust, Inc ., as well as a director of the Bear Stearns Companies, Inc . ; Vail Resorts, Inc.; and Wyndham International, Inc . Mr. Mack is also a board member of the Metropolitan Regional Advisory Board of th e Chase Manhattan Bank and a past director of the New York State Urban Development Corporation. Mr. Mack is a past Chairman of the Power Authority, the Jacob K. Javits Convention Center Development Corporation of New York, and the New York Convention Center Operating Corporation . He is Chairman Emeritus of the North Shore - Long Island Jewish Health System and currently serves on its executive committee .

At Penn, Mr. Mack is Vice Chair of the Wharton Real Estate Center Advisory Board, a member of the Board of Overseers of the Wharton School, and a former member of th e Board of Trustees and Executive Committee of the Health System . Mr. Mack and his wife created the William and Phyllis Mack Center for Technological Innovation at th e Wharton School. They also established the William Mack Scholarship Endowment Fund , the Mack Professorship, and the Mack Plaza at the Wharton School . Other areas o f support include the Wharton Real Estate Center and the Institute of Contemporary Art .

12 Resolution to Reappoint Henry R. Silverman as Term Trustee

RESOLVED, that Henry R. Silverman be reappointed as a Term Trustee, effectiv e November 1, 2002 .

Mr. Silverman (L'64) is Chairman, President, and Chief Executive Officer of Cendant Corporation, a global provider of consumer and business services. Cendant is the successor to HFS Incorporated, which Mr. Silverman founded in 1990 and served as Chairman and Chief Executive Officer .

Mr. Silverman is a trustee of New York University and Vice Chairman of the Board o f Trustees of its School of Medicine, where he endowed the Silverman Professorship o f Obstetrics and Gynecology and the Silverman Reproductive Choice Foundation . He is also a trustee of the Mount Sinai-NYU Medical Center and Health System, a trustee o f the Hospital for Joint Diseases Orthopaedic Institute, and a director of the NYU Chil d Study Center. He serves as a trustee of the Whitney Museum of American Art, a membe r of Chase Manhattan's National Advisory Board, and a former trustee of the Danc e Theatre of Harlem .

Mr. Silverman graduated from Williams College before receiving his law degree from th e University of Pennsylvania in 1964 . He serves on the Penn Medicine Board, and is an active supporter of Penn's Law School, where he endowed the Silverman Professorship o f Business Law and supported the renovation of Henry R . Silverman Hall.

13 Resolution to Appoint James J . Kim as Term Trustee

RESOLVED, that James J. Kim be appointed a Term Trustee, effective November 1 , 2002 .

Mr. Kim (W'59, G'61, GR'63) is the founder, Chairman, and Chief Executive Officer o f Amkor Technology, Inc., the world's largest independent provider of semiconductor packaging and test services. Mr. Kim is also Chairman of Anam Semiconductor, Inc., Korea, an industrial manufacturing company, and Electronics Boutique Holdings Corp . Before founding Amkor, Mr . Kim taught at Villanova University.

Mr. Kim has received several awards for advancements in business and economics. In 1990, he was awarded the honorary degree of Doctor of Commercial Science by Villanova University. He also received an honorary Ph .D. in Economics from Chunnam National University, Kwang Ju, Korea, in 1996 . Additionally, he received the Korea n Presidential Commendation for his contributions to advancing the nation's electronic s industries in 1979 . Most recently, Mr . Kim received the Semiconductor Industry Award as a Pioneer in the Merchant Packaging Industry in 1998.

Mr. Kim has been an advocate of Penn's Korean Studies program and the Center for East Asian Studies for more than ten years. He is a former member of the Board of Overseer s of the School of Arts and Sciences . Currently, Mr . Kim serves as a member of th e Economics Visiting Committee of the School of Arts and Sciences, co-Chair of th e Korean Studies Fund, and President of the University of Pennsylvania Club of Korea . Mr. Kim endowed the James Joo-Jin Kim Professorship at the Wharton School and is a significant contributor to its Jon M . Huntsman Hall. He established the James J. Kim Trustee Scholarship and recently endowed a Chair in Economics through the School o f Arts and Sciences.

14 Resolution on Appointment of Clifford Stanley as Executive Vice Presiden t

RESOLVED that Clifford L . Stanley be appointed Executive Vice President of the University of Pennsylvania effective November 1, 2002 .

As Executive Vice President, Clifford Stanley will serve as the University's chie f operating officer and will oversee a broad range of university functions includin g business services, finance, human resources, facilities services, real estate, public safety , and information systems and computing as well as internal audit and compliance .

Stanley is a highly decorated retired major general in the United States Marine Corps . He served in the Marine Corps for more than thirty years on active duty and, in the two years immediately preceding his retirement in September of this year, was Deput y Commanding General at Quantico, VA. In that capacity he controlled an annual budget i n excess of $133 million and was responsible for the operation of the 60,000 acre base, and maintaining the quality of life and living and working conditions for more than 20,00 0 military members, families and civilians . He has also been significantly involved i n advancing neighborhood and community initiatives and race relations and is the 200 2 recipient of the NAACP's Roy Wilkins Renowned Service Award .

Stanley received a bachelor's degree in psychology from South Carolina State Universit y in 1969 and a master's degree in counseling from Johns Hopkins University in 1977 .

15 Resolution on Amendments to the Statutes of the Trustees of the University o f Pennsylvania

Intention:

The Trustees of the University of Pennsylvania are currently in the process of renewin g the University's sales and use tax exemption with the Commonwealth of Pennsylvania . In order to qualify for exemption from sales tax, a charitable organization must meet a strict five (5) prong test set forth in the Pennsylvania Institutions of Purely Public Charit y Act (Act 55 of 1997) . One of the five prongs of Act 55 is "private profit motive." Section 5(c) of Act 55 states as follows:

The institution must operate entirely free from private profit motive. Notwithstanding whether the institution's revenues exceed its expenses, this criterion is satisfied if th e institution meets all of the following:

1) Neither the institution's net earnings nor donations which it receives inures to th e benefit of private shareholders or other individuals, as the private inuremen t standard is interpreted under section 501(c) (3) of the Internal Revenue Code o f 1986 (Public Law 99-514, 26 U .S .C . Section 501(c) (3)) .

2) The institution applies or reserves all revenue, including contributions, in exces s of expenses in furtherance of its charitable purpose or to funding of other institutions which meet the provisions of this subsection and subsection (b) .

3) Compensation, including benefits, of any director, officer or employee, is not based primarily upon the financial performance of the institution .

4) The governing body of the institution of purely public charity has adopted, as par t of its articles of incorporation or, if unincorporated, other governing lega l documents, a provision that expressly prohibits the use of any surplus funds fo r private inurement to any person in the event of a sale or dissolution of th e institution of purely public charity.

As stated above, the Commonwealth changed the requirements for the exemptio n application in 1998 . This is the first time that we have applied for the Purely Publi c Charity exemption since the change in the regulations which includes the technica l requirement of the dissolution language to satisfy number four (4) above . The sales and use tax renewal application will not be approved unless the language is added to th e governing documents of the Trustees .

RESOLVED, that the following language be added to the Statutes of the University o f Pennsylvania as Article 15, DISSOLUTION OF THE CORPORATION :

8 "Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code , or the corresponding section of any future federal tax code, or shall be distributed to th e federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of th e county in which the principal office of the corporation is then located, exclusively fo r such purposes or to such organization or organizations, as said Court shall determine , which are organized and operated exclusively for such purposes . "

9 Resolution to Authorize the School of Veterinary Medicine New Teaching an d Research Building in the Amount of $50.7 Million

Intention:

The School of Veterinary Medicine (SVM) wishes to proceed with the design an d construction of a new state-of-the-art Teaching and Research Building . This project will have two phases. Phase I of this new facility will allow the School to maintain it s competitive edge and leadership position by creating an interactive environment critical to advanced learning and modern multi-disciplinary research . The teaching space wil l provide new classrooms and lecture halls with the latest data and video technology necessary for advancing the School's academic program and linking the New Bolton Center to the Philadelphia campus . The research space will be used for the Interdisciplinary Centers for Research Excellence (Center for Infectious Disease, Mar i Lowe Center for Comparative Oncology, Center for Comparative Medical Genetics, and Center for Animal Transgenesis and Germ Cell Biology). The new building will be located south of the Old Vet Quad between University Avenue and 39 th Street. Phase I will provide approximately 100,000 gross square feet of wet laboratories, animal facilities, lecture halls, seminar rooms, library, student lounge and associated support, an d office space for the SVM . In addition, the building will be designed to accommodate a future Phase II of laboratory and research space for possible use by SVM, SOM, and/o r SAS . Phase I of this project is estimated to cost $50.7 million and will include the design, construction, and possible shell-out of classroom and laboratory space for the SVM only. The fit-out of additional laboratory space will be brought forward at a late r date as part of Phase II when needs and project scope are better defined . Phase I of this project will be funded through grants, gifts, School of Veterinary Medicine funds, and a n internal capital project loan.

RESOLVED, that the design and construction of the School of Veterinary Medicin e Teaching and Research Building, estimated to cost $50 .7 million, be and the same are hereby approved and that the Executive Vice President or another appropriate officer o f the University be and hereby is authorized to take such actions, execute such contract s and incur such expenses and obligations — not, however, in excess of 110 percent of th e estimated cost as presented to the Budget and Finance Committee — as may, in thei r judgment, be necessary or desirable to accomplish the purposes of this resolution .

11/1/02 - #1

59 Resolution to Authorize the Design and Construction of School of Engineering an d Applied Science Skirkanich Hall in the Amount up to $38 Millio n

Intention :

The School of Engineering and Applied Sciences (SEAS) wishes to proceed with th e design and construction of Skirkanich Hall, a new biomedical engineering researc h building. The purpose of this project is to design and construct a state-of-the-art facilit y for SEAS' Bioengineering Department, which will consolidate biomedical engineerin g academic and research programs into one building . The new building will be located on the current site of the Pender Building, between the Towne and Moore buildings and will be designed to integrate Towne and Moore, thus completing the connectivity of the SEA S complex of buildings . The project will provide approximately 55,500 gross square fee t of new wet laboratories, teaching laboratories, classrooms, a small vivarium, an d administrative space. In addition, approximately 8,000 gross square feet will b e renovated in the adjacent Towne and Moore buildings to provide interconnectin g corridors and additional administrative space . The project is estimated to cost up to $3 8 million and will be funded through grants, gifts, the University Special Fund, Provost' s funds, and an internal capital project loan.

RESOLVED, that the design and construction of Skirkanich Hall, estimated to cost up to $38 million, be and the same are hereby approved and that the Executive Vice Presiden t or another appropriate officer of the University be and hereby is authorized to take such actions, execute such contracts and incur such expenses and obligations — not, however , in excess of 110 percent of the estimated cost as presented to the Budget and Financ e Committee — as may, in their judgement, be necessary or desirable to accomplish th e purposes of this resolution .

11/1/02 - #2

60 Resolution to Authorize the School of Medicine Department of Radiology La b Renovations of the Second Floor of 1958 Chemistry in the Amount of $2 Millio n

Intention:

The School of Medicine proposes to renovate and lease approximately 5,900 square fee t of currently vacated space on the second floor of the 1958 Chemistry Building. This will allow the Department of Radiology to expand its Regional Resource for Metabolic M R and Optical Imaging facility, as well as provide additional lab space for X-ray physic s and general chemistry. The renovation project is estimated to cost $2 million and will b e funded through grants, endowments, School of Medicine funds, and Department o f Radiology funds. The project will also include an internal lease with the School of Arts and Sciences for a term of 10 years .

RESOLVED, that the renovation of the second floor of the 1958 Chemistry Building for the Department of Radiology, estimated to cost $2 million, is hereby approved and tha t the Executive Vice President or another appropriate officer of the University be an d hereby is authorized to take such actions, execute such contracts and agreements an d incur such expenses and obligations -- not, however, in excess of 110 percent of th e estimated cost as presented to the Budget and Finance Committee -- as may, in thei r judgment, be necessary or desirable to accomplish the purposes of this resolution .

11/1/02 - #3

61 Resolution to Approve the Redevelopment of the Property Located a t 305-311 S. 40th Street, Philadelphia, Pennsylvani a

Intention :

The property located 305-311 South 40th Street ("Property") was purchased by th e Trustees of the University of Pennsylvania ("Penn") in 1998 for $1,755,000 . The Property consists of two attached buildings, both constructed around 1923, whic h currently contain a total of 66 studio apartment units . The property is currently vacant and in deteriorated condition.

This transaction contemplates the complete rehabilitation of the Property. When completed, the Property will consist of 41 high-quality one- and two-bedroo m apartments. The transaction has been structured so that the approximately $3 .8 million rehabilitation project will be completed with no cash outlay by Penn .

Penn will contribute the Property to a limited partnership, Pine Arms Associates, L .P. ("Partnership"), in exchange for a 50% limited partnership interest . The general partner of the Partnership, Pine Arms General, LLC, will be unaffiliated with Penn . The Partnership will finance the construction project with a bank loan and an affiliate of th e general partner will guaranty the loan. Other affiliates of the general partner will ente r into a Construction Management Agreement and Property Management Agreement with the Partnership and will be responsible for management of the rehabilitation project and operation of the residential apartment building once construction has been completed . The Construction Management Agreement and Property Management Agreement giv e Penn significant control over the rehabilitation project and operation of the Property but also insulate Penn from certain liabilities consistent with Penn's role as a limited partner .

The transaction is structured with a contract for deed, which is designed to minimiz e transfer-tax liability. Penn will benefit from lower development costs, resulting from the developer design/build process and aggressive private sector operating efficiencies. Penn will also be credited with a portion of the economic benefit the developer will deriv e from historic tax credits, which, absent the limited partnership structure, would be unavailabl e to Penn.

The Property is expected to be placed into service by the beginning of Fall Semester , 2003 . Once in service, distributable cash flow, defined as cash flow proceeds after al l operating expenses, debt service and reserves have been paid, will be paid first to th e general partner as a simple, non-compounded annual return of ten percent (10%) on th e invested equity amount, then split evenly to the partners, as per the partnership share . As is typical for joint ventures all partners' equity investments will be amortized by th e returns. Thus, when the partners' equity accounts are paid down, the cash flow is paid out pro rata in accordance with the partnership ownership shares, in this case 50% to eac h partner. Proceeds of refinancing are distributed in the same manner . Upon the expiration

62

of the thirty-year term of the Partnership Agreement, Penn will be paid an initia l $500,000 preference before net proceeds are distributed to the partners .

The Property was valued as of June 2002, in its present condition, at $950,000 by a certified independent appraiser . Penn's total consideration for the 50% interes t contributed to the Partnership will be $1 .0 million. A value of $1,370,000 is being attributed to the Property for accounting and tax purposes .

Penn is expected to receive a 10% internal rate of return on its investment during the ter m of the Partnership Agreement . Penn has the right, but not the obligation, to acquire the other 50% interest in the limited partnership upon termination of the agreement in thirt y (30) years. Customary valuation methodology indicates that the asset will have a value of approximately $5.4 million at the end of the 10 year pro forma period.

In its August 29, 2002, meeting, the Real Estate Steering committee approved th e transaction subject to three directives, which have been incorporated into the transactio n documents.

RESOLVED, the Vice President for Facilities and Real Estate Services and either th e Executive Vice President or the Vice President for Finance of the University o f Pennsylvania be and hereby are authorized to :

(i) enter into a Partnership Agreement with Jade Investments, L.P., pursuant to which the University shall deliver a deed to th e Property to the Partnership in return for a 50% limited partnership interest in the partnership;

(ii) enter into a Construction Management Agreement with Darc o Construction, Inc ., pursuant to which Darco Construction, Inc., will manage the construction related to the rehabilitation of the Property;

(iii) enter into a Property Management Agreement with Campus Apartments, Inc., pursuant to which Campus Apartments, Inc ., will manage the Property once it is rehabilitated;

(iv) enter into any other documents required in connection with such transaction.

And, any actions heretofore taken by officers of the University are hereby ratified and confirmed.

11/1/02 - #4

63 Resolution to Authorize Increased Balances in Letters of Credit Used to Support th e University's Programs of Self Insuranc e

Intention :

In connection with the University's insurance programs, the University arranges for th e issuance of new Letters of Credit (LOCs), or renews its existing LOCs, on a periodi c basis. These letters of credit enable the University to maintain self-insurance programs for certain risks and thus reduce the cost of providing necessary insurance coverage . To ensure the most advantageous terms for the LOCs, the University has used multipl e providers for these instruments.

For many of the risks that require LOCs, the amount of required LOC balances i s determined by governmental regulatory authorities . Frequently, these requirements change on short notice and as a result it is not feasible to secure Trustee approval fo r required increases before they must be implemented.

While the Board of Trustees adopted on October 10, 1991, a resolution authorizin g appropriate officers to execute letters of credit up to $2 million, the insurance-related LOCs are generally in excess of $2,000,000 . The administration thus recommends that the Trustees approve the issuance of Letters of Credit in excess of the currently approved limits where the Letters of Credit will be used in support of insurance requirements, s o long as the total amount outstanding under such LOCs does not exceed $100,000,000 .

Attached as Exhibit A is a listing of all insurance related Letters of Credit under whic h the University is obligated as of September 30, 2002 .

RESOLVED, that the October 10, 1991, Resolution authorizing the acquisition o f Letters of Credit up to $2,000,000 is hereby amended to authorize the Executive Vic e President, the Vice President for Finance and Treasurer or other appropriate officers to renew and cause the issuance of new irrevocable, unsecured letters of credit by financia l institutions in such amounts and on such terms and conditions as such officers shall dee m appropriate provided that such Letters of Credit shall be used solely to enable th e University to maintain programs of self insurance and provided further that the tota l amount outstanding under such LOCs shall not exceed $100,000,000 .

FURTHER RESOLVED, the Vice President for Finance and Treasurer shall annuall y submit to the Trustees a report identifying and setting forth the material terms of al l Letters of Credit maintained by the University .

FURTHER RESOLVED, any actions heretofore taken by such officers in furtherance of the purposes of this resolution are hereby ratified and affirmed .

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Exhibit A

Summary of Outstanding Letters of Credit *

Bank/LOC# Amount Beneficiary Purpose Expiration **

Mellon Bank $ 48,300,000 Commonwealth of Workers Comp 4/30/03 (202-451-8329860) Pennsylvania Self-Insurance JP Morgan Chase 20,000,000 Quaker Insurance Malpractice Capital 6/30/03 (280485) Company JP Morgan Chase 9,600,000 Reliance Group Malpractice Claim s 6/30/03 (280486) Runoff Wachovia (400928) 2,000,000 Franklin Casualty/ Insurance Capital 6/30/03 Vermont Commissioner of Insurance $ 79,900,000

* As of September 30, 2002 ** All LOCs have evergreen provisions for automatic renewal .

65 Resolution Establishing Authority for Approval of Real Estate an d Business Services Transactions

Intention:

In January 1995 the Trustees amended the June 1980 Resolution establishing a policy fo r the Committee on Budget and Finance ("B&F") . These amendments provided that B&F shall review proposals for, and recommend action to the Trustees on acquisitions of real or personal property involving $1,000,000 or more and on all dispositions of rea l property. That Resolution also provided that B&F shall review proposals for, and recommend action to, the Trustees on external borrowing, guaranteeing of loans, or establishing lines of credit involving $1,000,000 or more . In June 1996, the Trustees further amended the policy for B&F when they authorized and approved the acquisitio n of any real property in West Philadelphia at a purchase price not in excess of $15,000,00 0 and created the Real Estate Acquisition Group comprised of both Trustees and Officers to approve the terms and details of such acquisitions . In February 1999, the Trustees once again modified the B&F policy by authorizing the acquisition and disposition of any rea l property in which the proposed sale price is $1,000,000 or less, provided that any suc h transaction was approved by certain designated officers. Most recently, in March 2000, the Trustees authorized the administration to enter into loans and guarantees of loan s provided that the amount of such loans or guarantees did not exceed $5,000,000 pe r transaction and $15,000,000 in the aggregate and the loans were secured only by rea l property. The Administration now proposes to establish, under a single resolution, a comprehensive framework for the approval of real estate purchases, sales and leases, as well as for development projects, business services projects and other similar transaction s and recommends that the Trustees adopt the following resolutions to establish such a framework.

APPROVAL AUTHORITY

RESOLVED, that the Budget and Finance Committee shall review proposals for, an d recommend action to the Trustees on : (i) acquisitions, dispositions and capital leases of real property where th e consideration, appropriately discounted to present value, exceeds $5,000,000, (ii) the start of construction phase on projects requiring an expenditur e (including hard and soft costs combined) by the University in excess o f $1,000,000 and all overruns in excess of 10%, (iii) contracts involving the Division of Business Services requiring a n expenditure by the University in excess of $1,000,000 ; and (iv) external borrowing or guaranteeing of loans involving more than $1,000,000.

FURTHER RESOLVED, that the Real Estate Acquisition Group ("Group") created by the Trustees in June 1996 shall now consist of those individuals who hold any of th e

66 following offices: the Chairman of the Trustees, the Chairman of the Committee on Budget and Finance, the Chairman of the Committee on Facilities and Campus Planning , the Executive Vice President, the Vice President for Facilities and Real Estate, the Vice - President for Finance and Treasurer, and the General Counsel . The Group is authorized to approve the terms and details of purchases, sales and capital leases of real propert y where the consideration is more than $1,000,000 but not more than $5,000,000 .

FURTHER RESOLVED, the Trustees hereby create the Real Estate Steerin g Committee which shall consist of the following officers of the University : the President, the Provost, the Executive Vice-President, the Vice President for Facilities and Real Estat e Services, the Vice President for Finance and Treasurer, the Vice President for Budget an d Management Analysis, the Vice President and Chief of Staff and the General Counse l and such additional officers as the President shall determine. The Real Estate Steering Committee, is hereby authorized to :

(i) approve the terms of purchases, sales and capital leases of real estate where the total consideration, appropriately discounted to present value, exceed s $250,000 but does not exceed $1,000,000 ;

(ii) approve construction projects requiring an expenditure in excess o f $250,000 but not in excess of $1,000,000 for capital improvements (including hard an d soft costs combined) to real property where the property is intended for occupancy by tenants or by non-academic departments or offices of the University or its affiliate d entities ;

(iii) approve the terms of operating leases of real property by the University o r its affiliated entities to a third party where the total consideration to be received by the University or a University affiliated entity, appropriately discounted to present value , exceeds $250,000 but does not exceed $1,000,000 ;

(iv) approve project management contracts and other agreements related t o real estate purchases, sales, leases and real estate development as the President shall deem appropriate ;

(v) recommend to the Trustee Committee on Budget and Finance the approva l of purchases, sales and capital leases of real property where the total consideration appropriately discounted to present value exceeds $5,000,000 ;

(vi) recommend to the Real Estate Acquisition Group approval of the terms o f purchases, sales and capital leases of real property where the total consideratio n appropriately discounted to present value exceeds $1,000,000, but does not exceed $5,000,000;

(vii) recommend to the Trustee Committee on Budget and Finance th e approval of construction projects requiring an expenditure (including hard and soft costs combined) by the University of more than $1,000,000 for capital improvements to rea l

67 property, where the property is intended for occupancy by tenants or by non-academi c Departments or Offices of the University or its affiliated entities .

The Real Estate Steering Committee shall adopt such policies, not inconsistent with th e terms of this Resolution, as it shall deem appropriate .

FURTHER RESOLVED that, with respect to (i) purchases, sales and capital leases o f real property where the total consideration appropriately discounted to present value i s $250,000 or less and (ii) construction projects requiring an expenditure (including hard and soft costs combined) by the University of $250,000 or less, the Trustees hereby approve such actions as are taken by the University Administration without the need for further approval.

SIGNATURE AUTHORITY

FURTHER RESOLVED, that the Vice President for Facilities and Real Estate, and either the Vice President for Finance and Treasurer or the Executive Vice President ar e hereby authorized to execute and deliver such contracts, agreements, affidavits , certificates and other documents, including without limitation purchase and sale agreements, leases and partnership agreements all on such terms and conditions as the y determine are necessary and appropriate to consummate any construction project or any transaction involving the purchase, sale or lease of real property approved in accordanc e with this Resolution, provided, however, that in the case of any such project involving a n expenditure of $250,000 or less all such documents may be executed and delivered by th e Vice President for Facilities and Real Estate Services or any other appropriate officer without additional signatures.

FURTHER RESOLVED, that the Vice President for Business Services and Executiv e Vice President are hereby authorized to execute and deliver such contracts, agreements, affidavits, certificates and other documents, all on such terms and conditions as the y determine are necessary and appropriate, to consummate any transaction approved in accordance with this Resolution that relates to matters within the purview of th e University's Division of Business Services, provided however that in the case of any suc h transaction involving an expenditure of $250,000 or less, all such documents may b e executed and delivered by either the Vice President for Business Services, or any othe r appropriate officer without additional signatures .

FURTHER RESOLVED that the approval thresholds and requirements established b y this Resolution shall apply to purchases, sales, leases and expenditures made directly b y the University and also to purchases, sales, leases and expenditures by any entity which i s not a part of Penn Medicine in which the University directly or indirectly holds a controlling interest.

FURTHER RESOLVED, that the Trustee Resolution of March 23, 2002, Authorizin g Certain Loans Secured Only by Mortgages Encumbering University Owned Properties i s hereby rescinded and that, to the extent any other Resolutions previously approved by th e

68 Trustees are inconsistent with this Resolution, such Resolutions are hereby amended and superseded by this Resolution .

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69 Resolution on Appointment of George E . Davis to the Board of Overseers of the Graduate School of Educatio n

RESOLVED, that George E . Davis be appointed to the Board of Overseers of th e Graduate School of Education for a three-year term, effective November 1, 2002 .

George E. Davis is the Senior Vice President of the Philadelphia-based Lincoln Financial Group. Mr. Davis joined Lincoln National Corporation, the parent company, as Senior Vice President and Director of Corporate Human Resources in 1993 . Prior to that, he had a 28-year career with Eastman Kodak, during which he held a number of senio r management positions in human resources, including Director of Corporate Huma n Resources Strategy, Director of Corporate Executive Resources, and Director of Personnel for the European region. Mr. Davis is currently Vice President of th e Philadelphia Workforce Investment Board and chairs its Strategic Initiatives Committee . He is a member of the National Alliance of Business and serves as a Team Pennsylvani a Ambassador to promote business throughout the State . Mr. Davis was previously appointed by the Governor of Indiana to the Indiana Commission on Vocational an d Technical Education where he served as a Commissioner for three years . His previous board affiliations include : Eastman Savings & Loan, Women's Career Center, th e Northeast Indiana Private Industry Council, Fort Wayne Chamber of Commerce and th e American Management Association. Mr. Davis graduated from Boston College with a Bachelor of Science in Economics degree . He later completed the Advance d Management Program at the Harvard Business School .

70 Resolution on Appointment of R . Bruce Rich, Esq ., to the Board of Overseers of the Law School

RESOLVED, that R. Bruce Rich, Esq., be appointed to the Board of Overseers o f the Law School for a three-year term, effective November 1, 2002.

R. Bruce Rich, Esq., L'73, is a Partner at Weil Gotshal & Manges, a New York law firm , which specializes in intellectual property. Mr. Rich is also an adjunct professor at th e New York Law School Media Law Institute. He is a member of the Association of th e Bar of the City of New York and its Forum on Communications Law . Mr. Rich is co- editor of several publications including : Business and Legal Guide to Online-Interne t Law (1997) and Book Publishing and the First Amendment (1993). At Penn, Mr. Rich serves as Gift Chair for his Law class' 30th reunion. He is Trustee Emeritus of the Law School Board of Managers and is involved in the Law School Alumni Society . In 1999, Mr. Rich served as Chair of the Benjamin Franklin Society Committee for the La w School. He has also served as National Chair of Law Annual Giving . Mr. Rich received a bachelor's degree from Dartmouth College .

7 1 Resolution on Appointment of David J . Berkman to the Board of Overseers of the School of Engineering and Applied Science

RESOLVED, that David J . Berkman be appointed to the Board of Overseers of the School of Engineering and Applied Science for a three-year term, effective November 1, 2002.

David J. Berkman, W'83, is Managing Partner of Liberty Associated Partners, LP, a venture capital firm, headquartered in Bala Cynwyd, PA, with offices in New York Cit y and Pittsburgh, PA. The Berkman family is a primary investor in the firm . Liberty Associated Partners was founded by the principals of the Association Group, which wa s started by Mr. Berkman's grandfather in the early 1900s . Mr. Berkman served as Vice President and Director of Liberty Associated Partners until it was sold to AT&T and Liberty Media Corporation in 2000 . Mr. Berkman is currently a Director of the following organizations: Internet Capital Group, Entercom Communications Corporation, Clearwire, Inc., V-Span, Inc., the Franklin Institute, and the Kimmel Center for th e Performing Arts, where he is a member of the Development Committee . Mr. Berkman also serves as Vice President of the Carol E . and Myles P. Berkman Foundation, which was named for his parents. At Penn, he is a member of the Ben Franklin Society Committee. Mr. Berkman also served on the Agenda for Excellence Council from 1997 to 2001 .

72 Resolution on Appointment of N. R. Narayana Murthy to the Board of Overseers of the Wharton Schoo l

RESOLVED, that N . R. Narayana Murthy be appointed to the Board o f Overseers of the Wharton School for a three-year term, effective November 1, 2002 .

N. R. Narayana Murthy is Chairman of the Board of Infosys Technologies Ltd, in Bangalore, India. Mr. Murthy founded Infosys in 1981, together with six software professionals and has also served as Managing Director and Chief Executive Office r since that time . He is a member of the National Informational Technology Task Force o f India, the Prime Minister's Council on Trade and Industry, and the Governing Council s of several Indian Government institutions . Mr. Murthy is a director of the boards o f ICICI Limited Bank and Videsh Sanchar Nigam, Limited . In 1999, he was named one o f Business Weeks "Top Entrepreneurs of the Year" and Business India s "Businessman of the Year. Business Week also chose him as one of "The Stars of Asia" in 1998 and 1999 . Mr. Murthy received the Emerging Markets CEO of the Year Award in 1999 . He also received the Sir M. Visvesvaraya Memorial Award from the Federation of Karnatak a Chambers of Commerce and Industry in 1999, the JRD Tata Corporate Leadership Award for 1996-97, the Madras Management Association Business Leadership Award i n 1998, The Rastrabhushan Award from the FIE Foundation in 1997, and the Distinguished Alumni Award in 1998 by the Indian Institute of Technology . At Penn, Mr. Murthy has been on Wharton's Asian Executive Board since 2000. In May 2002, he presented th e inaugural Wharton Infosys Business Transformation Award to the winners in the Europ e and Asia-Pacific categories at the Wharton INSEAD Economic Forum in France . Mr. Murthy also delivered the Wharton MBA 2001 commencement address at which time h e was awarded the Wharton School's Dean's Medal. Mr. Murthy received a Bachelor o f Engineering degree from the University of Mysore and a Master of Technology degre e from the Indian Institute of Technology .

73 Resolution to Appoint David W . Brown and Doreen S . Wright to the Board o f Overseers of the Annenberg Center for the Performing Arts

RESOLVED, that David W . Brown and Doreen S . Wright be appointed to the Board of Overseers of the Annenberg Center for the Performing Arts for a three-year term, effective November 1, 2002.

David W. Brown is President of BrownPartners, a Pennsylvania-based minority-owne d and -controlled corporation that provides multicultural expertise with the mainstream resources available through its allied agency the Star Group . The Star Group is the largest independently owned and operated advertising agency in the region. Until recently Mr. Brown served as Senior Vice President of the Star Group and was responsible for the Group's new business, account service, and overall management of the Philadelphi a office. Prior to joining Star, he served as President and Chief Operating Officer of Beac h Advertising, one of the top 25 advertising agencies in the Philadelphia region . Before joining Beach Advertising, Mr. Brown was Vice President of Communications for Health Partners, a 90,000-member HMO in Philadelphia, where he oversaw the administration o f a multi-million dollar marketing budget . Prior to his affiliation with Health Partners, he served as Vice President of Medicaid for Greater Atlantic Health Service, a 100,000- member HMO. Mr. Brown began his career with Spiro & Associates, as a public relations writer. He served in various capacities with the firm as it expanded to become the Philadelphia office of Earle Palmer Brown, before leaving to start his own firm , Brown Marketing Group, which is now dissolved. Mr. Brown is a graduate of Duquesne University in Pittsburgh, and received his Master of Arts degree in Theological Studie s with a focus on Public Policy from the Eastern Baptist Theological Seminary i n Wynnewood, PA.

Doreen Wright, C'78, has served as Chief Information Officer with Campbell Soup sinc e June 2001 . Ms . Wright is chief advisor responsible for finding innovative ways that information technology can help Campbell Soup's growth and support its busines s objectives, including e-business initiatives and their customer-relationship–management program. She is also responsible for Campbell's global operations in Europe an d Australia. Prior to this, Ms. Wright served as Executive Vice President and Chief Information Officer at Nabisco, Inc., before Kraft Foods, Inc . acquired Nabisco in January 2001 . She began her career at Merrill Lynch and then went to Bankers Trus t Company as Vice President of Institutional Trust and Custody Marketing. At Penn, for the 125th Anniversary of Women, Ms . Wright dedicated a paver stone in honor of her former mother-in-law, Mildred Kunzig Keil, CW'44 . Ms. Wright currently serves on the boards of the Rutgers Business School and the American Repertory Ballet in Princeton , NJ. Following her studies with the Pennsylvania Ballet, Ms . Wright enrolled at Penn where she majored in German and graduated cum laude with distinction .

74 Resolution to Appoint Ellen H. Kapito to the Board of Overseers of the School of Nursin g

RESOLVED, that Ellen H . Kapito be appointed to the Board of Overseers of the School of Nursing for a three-year term, effective November 1, 2002 .

Ellen H. Kapito, NU'79, is a registered nurse who recently returned to work as a n oncology nurse as part of a team in a group practice. Mrs. Kapito has held nursing positions at Memorial Sloan Kettering in New York, as well as other hospitals in Boston . She is also Vice President and Treasurer of Wine Cellar Ventures, Ltd., in Tenafly, NJ. Mrs. Kapito serves as Chairwoman of the Jewish Theological Seminary Library Board o f Overseers in New York. In 1999, Mrs. Kapito and husband, Robert, W'79, (Vic e Chairman of Blackrock, Inc ., an investment management firm in ) established an endowed undergraduate financial aid fund in honor of their Penn 20 th Reunion.

75 Resolution to Appoint Jonathan M. Avnet to the Board of Overseers of the School of Arts and Sciences

RESOLVED, that Jonathan M . Avnet be appointed to the Board of Overseers o f the School of Arts and Sciences for a three-year term, effective November 1, 2002 .

Jonathan M. Avnet is an award-winning writer, director, and producer of more than 30 motion pictures and television movies . Mr. Avnet is the co-founder of the Avnet Kerne r Company, an independent television and film production company that has produce d such films as Men Don t Leave, Fried Green Tomatoes, and When a Man Loves a Woman, as well as family films such as George of the Jungle and Inspector Gadget. Prior to founding Avnet Kerner Company, Mr . Avnet was associated with Tisch/Avnet Productions, which produced Risky Business and The Burning Bed. Mr. Avnet has won many awards, including a Golden Globe, the Cine Award, the Christopher Award, th e Franklin J. Schaffner Award of the American Film Institute, and the National Board o f Review's Freedom of Expression Award . He has also been nominated for multipl e Oscar, Emmy and Cable Ace Awards . Mr. Avnet is a Trustee of the American Film Institute, Vice Chair of its Center for Advanced Studies, and founder of its Gary Hendle r Minority Workshops . He is a member of the Academy of Motion Picture Arts and Sciences, the Academy of Television Arts and Sciences, the Producers Caucus, the Directors Guild of America and the Writers Guild of America . After two years at Penn , Mr. Avnet graduated from Sara Lawrence College and went on to attend th e Conservatory for Advanced Film Studies .

76 Resolution to Appoint Ione A. Strauss and Arnold W. Thackray, Ph.D., to the Board of Trustees of the University of Pennsylvania Press, Inc .

RESOLVED, that Ione A. Strauss and Arnold W . Thackray, Ph.D., be appointed to the Board of Trustees of the University of Pennsylvania Press, Inc ., for three-year terms, effective November 1, 2002 .

Ione A. Strauss, CW'54, formerly a journalist for the Main Line Times, is currently a civic leader with a long history of service to Penn . Ms. Strauss is a member of the Board of Overseers of the Center for Advanced Judaic Studies and served on the Board o f Overseers of the School of Arts and Sciences from 1982 to 1988 . She was the first female president of the General Alumni Society (now UPAS) and is former president of th e Association of Alumnae. Ms. Strauss is a former member of the Trustee's Council o f Penn Women and the 1971 recipient of the Alumni Award of Merit . She has been involved with the Annenberg Center for the Performing Arts, the University o f Pennsylvania Cancer Center (now the Abramson Cancer Center) and the Penn Club o f New York. She currently serves as President of the Delaware Valley chapter of the Ph i Beta Kappa Society and is on the board of the Chester County Fund for Women an d Girls .

Dr. Arnold W. Thackray is President of the Beckman Center for the History of Chemistr y and is Professor Emeritus of History and Sociology of Science at the University o f Pennsylvania. Dr. Thackray was appointed assistant professor at Penn in 1968 an d became Chairman of the Department of History and Philosophy of Science in 1970 . For seven years, he was editor of Isis, the journal of the History of Science Society. Dr. Thackray co-edited the University Press's series Chemical Sciences in Society, and, in 1997, became Director (and later President) of the Chemical Heritage Foundation. Dr. Thackray is the author, co-author or editor of a number of books, including Private Science: Biotechnology and the Rise of the Molecular Sciences (1998). He has served on a variety of editorial boards, including the Historical Studies in the Physical Sciences , History of Science, Journal of Research Communication Studies, Minerva, and History and Technology. Dr. Thackray has served on the advisory boards of the Inter- American Council for Research on Science Policy, the National Science Foundation, th e John Simon Guggenheim Memorial Foundation and the Hagley Center for Advance d Studies. He is listed in Who 's Who in America, American Men and Women of Science, Directory of American Scholars, and Who 's Who in Engineering. Dr. Thackray has a doctorate of Philosophy from Cambridge University .

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