2011-2012 Board of Governors – Minutes June 3, 2012 Page 1 of 7 DRAFT MINUTES 2011-2012 BOARD OF GOVERNORS June 3, 2012 ITEM 60. Call to Order 61. Adoption of the Agenda 62. Announcements 63. Report on Executive Session 64. Discussion Items 65. Approval of 2012 – 2015 General Operating and Capital Budget 66. Approval of Student and Early Career Sector for first reading 67. Items for Receipt 68. Items for Action 69. Dates of Future Meetings 70. Contingency Time 71. Adjournment 2011-2012 Board of Governors – Minutes June 3, 2012 Page 2 of 7 LIST OF APPENDICES I. Reflections on Past Year II. FY2013-15 General Operating and Capital Budget III. Proposed Revisions to Society Policy P-12.1 IV. ASME.org Task Force Progress Report V. Update on Leadership Task Force VI. Uniform Reporting Task Force VII. Update on PAO Strategic Planning VIII. By-Laws Revision B5.7 IX. Sector Management Committee Report X. EDESC Committee Report XI. Committee on Governance Annual Report XII. New Fellows Listing XIII. Society Awards Listing XIV. Nuclear Task Force Report XV. Proposed Appointments XVI. ABET Ratification XVII. Appointment of Vice President, Government Relations 2011-2012 Board of Governors – Minutes June 3, 2012 Page 3 of 7 60. Call to Order: A quorum being present, the meeting was called to order by the President at 12:03 PM Eastern Time, June 3, 2012 at the Hilton Montreal Bonaventure Hotel, 900 de La Gauchetiere W., Montreal, Quebec, Canada. Attendance was as follows: Board of Governors President: Victoria A. Rockwell Immediate Past President: Robert T. Simmons President-Elect: Marc W. Goldsmith Governors: Richard C. Benson, Betty L. Bowersox, Julio C. Guerrero, Said Jahanmir, Robert N. Pangborn, Thomas D. Pestorius, Edmund J. Seiders, J. Robert Sims, Charla K. Wise Other Officers Senior Vice Presidents: Kenneth R. Balkey, Standards and Certification Dilip R. Ballal, Institutes Thomas G. Libertiny, Knowledge and Community Stacey E. Swisher Harnetty, Public Affairs and Outreach Vice Presidents: Susan Ipri Brown, Government Relations Mindy H. Grinnan, Technical Communities Wilfred C. LaRochelle, Conformity Assessment Karen Ohland, Financial Operations William J. Wepfer, Education Richard B. Williamson, International Petroleum Technology Institute Secretary and Treasurer: Webb Marner Executive Director Thomas G. Loughlin Assistant Secretary: John Delli Venneri (also General Counsel) Assistant Treasurer: Michael Weis (also Deputy Executive Director) Board of Governor-Elects John F. Elter Richard T. Laudenat Board Committee Chairs Reginald I. Vachon Committee on Finance and Investment (COFI) Sam Y. Zamrik Committee on Past Presidents (CPP) Corporate Counsel John Sare 2011-2012 Board of Governors – Minutes June 3, 2012 Page 4 of 7 Other Guests John Ahlen Innovation Committee Harry Armen Past President Emily Boyd ECLIPSE Intern Heejin Cho ECLIPSE Intern Jim Coaker Member, COFI Warren R. DeVries Secretary and Treasurer Nominee Gene Feigel Past President Luc Geraets VP Elect, Technical Communities Yogi Goswami ASME ITI Chair Richard Goldstein Past President Richard Jacobsen Member Yogesh Jaluria Member Brian James ECLIPSE Intern Bob Jeffers Member Franz-Josef Kahlen Member, Board on Students and Early Career Madiha Kotb Chair, Uniform Reporting Task Force John R. Lloyd Chair, Board on Research and Technical Development Alma Martinez Fallon Member, COFI Aydin Nabovati ECLIPSE Intern Daniel O’Connor ECLIPSE Intern Susan O’Neill External Consultant Chris Przirembel Public Affairs & Outreach Council Amip Shah ECLIPSE Intern Elect Terry Shoup Past President Matthew Sidon Section Chair Natalie Sidon Guest Susan Skemp Past President Emily L. Tavrides ECLIPSE Intern Keith Thayer Past President Paul Torpey Past President Jack Tuohy Member Justin Young Incoming Chair, VOLT Academy Staff Roy Arbeit Managing Director, Marketing and Sales William Berger Managing Director, Standards Peter Cestaro Director, Benefits & Payroll Shekhar Chandrashekhar Managing Director, Outreach Programs Michael Cowan Director, Public Information Philip DiVietro Managing Director, Publishing Kelechi Egbuta Administrative Assistant, Executive Office Noha El-Ghobashy Director, Engineering for Global Development Tim Graves Director, IPTI Operations Philip W. Hamilton Associate Executive Director, Public Affairs & Outreach Peter Hess Director, Marketing Kathryn Holmes Director, Government Relations Michael Ireland Managing Director, ERTD Phyllis Klasky Director, Events Management 2011-2012 Board of Governors – Minutes June 3, 2012 Page 5 of 7 Michael Kreisberg Director, Membership Development June Ling Associate Executive Director, Standards & Certification Elio Manes Director, Leadership & Communities Reese Meisinger Managing Director, Strategic Initiatives & Public Affairs Michael Michaud Managing Director, Global Alliances Patrick O’Connell Managing Director, Information Technology Joshua Olesker Coordinator, Communications Projects & Initiatives Leila Persaud Manager, Honors and Fellows Allian Pratt Director, Strategic Issues Madhu Rangi Manager, Portfolio Management Laurel Raso Managing Director, Human Resources Karen Russo Executive Assistant, Executive Office Matthew Schatzle Executive Director, ASME Foundation David Soukup Managing Director, Governance Gemma Tansey Director, Strategy Management Office Michael Tinkleman Director, Research Denise Wagner Manager, Board Operations David Webber Director, Finance Deborah Wetzel Manager, Media Relations 61. Adoption of the Agenda: The Board VOTED: to adopt the agenda as circulated on May 18, 2012, with Item 4.2.3.2 moved to be after Item 2.5.1 to become Item 2.5.1.1 with a subsequent action 3.1.1.1. 62. Announcements: The President welcomed all to the meeting and recognized Past Presidents Harry Armen, Gene Feigel, Richard Goldstein, Terry Shoup, Susan Skemp, Keith Thayer, Paul Torpey, Reggie Vachon and Sam Zamrik; recognized Emily Tavrides as ECLIPSE Intern, Webb Marner as Secretary/Treasurer, Bob Simmons as Immediate Past President and the three retiring Board members Robert Pangborn, Said Jahanmir, and Thomas Pestorius whose terms conclude after the meeting. 63. Report on Executive Session: There was a report given by Victoria Rockwell on the June 3, 2012 Executive Session of the Board of Governors. The following was reported: (1) Approval of the selection on 2012 Honorary Members and ASME Medalist; (2) FY12 Q3 Enterprise Update and Year-End Projections and Year-End Report on Executive Director’s Performance Goals; (3) Acceptance of the Report on the Executive Director’s Performance Evaluation and Compensation Recommendations (4) Receipt of update on the FY12 Volunteer Evaluations of Staff; (5) Approval of amendment for the Defined Benefit Pension Plan; (6) and receipt of a report from the Corporate Counsel. 64. Discussion Items: The Board VOTED: to move into open session, as if in Committee of the Whole. 2011-2012 Board of Governors – Minutes June 3, 2012 Page 6 of 7 The Board heard reports concerning and discussed the following items: Sector Management Committee Update by Marc Goldsmith; Reflections on Past Year by Victoria Rockwell (Agenda Appendix 2.4.1 and Minutes Appendix I); FY2013-2015 General Operating and Capital Budget (Agenda Appendix 2.5.1 and Minutes Appendix II); Proposed Revisions to Society Policy P12.1 by Reggie Vachon (Agenda Appendix 4.2.3.2 and Minutes Appendix III); ASME.org Task Force Report by Said Jahanmir (Agenda Appendix 2.5.2 and Minutes Appendix IV); Leadership Task Force Report by Julio Guerrero (Agenda Appendix 2.5.3 and Minutes Appendix V); Uniform Reporting Task Force by Madiha Kotb (Agenda Appendix 2.5.4 and Minutes Appendix VI); Update on PAO Strategic Planning by Stacey Swisher-Harnetty (Agenda Appendix 2.5.5 and Minutes Appendix VII); and Proposed Student and Early Career Unit By-Laws First Reading by Stacey Swisher-Harnetty and Thomas Libertiny (Agenda Appendix 2.5.6 and Minutes Appendix VIII). Following the close of the Discussion Items, the Board VOTED: to move into formal session. 65. General Operating and Capital Budget: The Board VOTED: to approve the FY2013 – 2015 General Operating and Capital Budget as presented. 66. Student and Early Career: The Board VOTED: to approve the Student and Early Career Unit By-Laws for first reading. 67. Items for Receipt: The Board VOTED: to receive the following items: Report by the Treasurer; Sector Management Committee Report (Agenda Appendix 4.1.2 and Minutes Appendix IX); EDESC Annual Report (Agenda Appendix 4.1.3 and Minutes Appendix X); Committee on Governance Annual Report (Agenda Appendix 4.1.4 and Minutes Appendix XI); New Fellows Listing (Agenda Appendix 4.1.5 and Minutes Appendix XII); Approved Society Awards Listing (Agenda Appendix 4.1.6 and Minutes Appendix XIII); and Nuclear Task Force Report (Agenda Appendix 4.1.7 and Minutes Appendix XIV). 68. Items for Action: The Board VOTED: to approve the following items: Approval of Minutes from the Meeting on April 19-20, 2012; Proposed Appointments (Agenda Appendix 4.2.3.1 and Minutes Appendix XV); ABET Ratification (Agenda Appendix 4.2.4 and Minutes Appendix XVI); and Appointment of Vice President, Government Relations (Agenda Appendix 4.2.5 and Minutes Appendix XVII). 2011-2012 Board of Governors – Minutes June 3, 2012 Page 7 of 7 69. Dates of Future Meetings: The Board approved meeting dates and times as follows: DATE DAY TIME LOCATION July 18-20, 2012(a) Wednesday to 6:00 PM July 18 to Cambridge, MA Friday 9:30 PM July 20 September 13, 2012(a) Thursday 12:00 PM – 1:30 PM New York, NY Executive Session 1:30 PM – 5:00 PM September 14, 2012 (a) Friday 8:00 AM – 1:00 PM New York, NY November 10, 2012 (a) Saturday 8:30 AM – 10:00 AM Houston, TX Executive Session 10:30 AM – 4:30 PM February 14, 2013 (a) Thursday 12:00 PM – 2:00 PM Web Conference April 18, 2013 (a) Thursday 12:00 PM – 1:30 PM New York, NY Executive Session 1:30 PM – 5:00 PM April 19, 2013 (a) Friday 8:00 AM – 1:00 PM New York, NY June 23 , 2013 (a) Sunday 10:00 AM – 11:30 AM Indianapolis, IN Executive Session 12:00 PM – 4:00 PM June 26, 2013 (b) Wednesday 10:00 AM – 11:15 AM Indianapolis, IN Executive Session 11:30 AM – 3:00 PM (a) 2012-2013 Board of Governors (b) 2013-2014 Board of Governors 70.