Board of Directors Approved Minutes: February 12 & 13, 2003

Present: Robert J. Sternberg, PhD; Diane F. Halpern, PhD; Philip G. Zimbardo, PhD; Ronald F. Levant, EdD; Gerald P. Koocher, PhD; Norman B. Anderson, PhD; Barry S. Anton, PhD; Charles L. Brewer, PhD; Paul L. Craig, PhD; Carol D. Goodheart, EdD; Katherine C. Nordal, PhD; J. Bruce Overmier, PhD; Chris Lofits, MA (APAGS representative).

Absent: None.


I. MINUTES OF MEETING

A.(1) The Board voted to approve the minutes of the Dec. 13-15, 2002, meeting of the Board of Directors.

II. ELECTIONS, AWARDS, MEMBERSHIP AND HUMAN RESOURCES

A. In executive session, the Board approved the following appointments to the Committee on Psychology and AIDS for terms beginning Feb. 18, 2003, and ending Dec. 31, 2005: Bianca Guzman, PhD, Karen Ingersoll, PhD, and David John Martin, PhD.

III. ETHICS

No items.

IV. BOARD OF DIRECTORS

A.(2) The Board voted to allocate $15,000 from the President-elect's 2003 contingency fund to support Dr. Halpern's 2004 presidential projects: Work-Family Integration, Retirement Options for Psychologists, a Multilingual Prejudice Website, Identifying Empirically Validated Educational Materials and Designing Materials that Reduce HIV Risk Behavior. Halpern abstained from voting in this matter.

B.(3) The Board voted to allocate $10,000 from its 2003 contingency fund to support the Task Force on Psychology Makes a Significant Difference and to hire a research assistant to further develop Dr. Zimbardo's web-based compendium of psychological research that has made a significant difference to society.

C.(4) The Board voted to allocate $8,000 from its 2003 contingency fund to support the work of the Task Force on External Funding Sources for APA, including conference calls and one meeting to be held in conjunction with the convention or another APA meeting.

D.(5) The Board voted to allocate $10,000 from its 2003 contingency fund to support printing and mailing costs of a series of population-based fact sheets developed by the Task Force on Promoting Resilience in Response to Terrorism.

E.(6) The Board voted to allocate $6,000 from its 2003 contingency fund to support one meeting of the Ad Hoc Committee on Early Career Psychologists in 2003

F.(7) The Board voted to reject a request that the Board allocate $8,000 from its 2003 contingency fund for the establishment of a second working group to continue to explore APA's possible involvement in Complementary and Alternative Medicine.

G.(20) The Board received as information the annual report of the APA History Oversight Committee.

H. The Board noted that task forces should meet face-to-face only once and should conduct the rest of their business by conference call or email, if possible. The Board requested that future funding requests for task forces be adjusted accordingly.

I. President Sternberg reminded the Board that his overall theme is unity. As president, he will work with APA governance to create leadership that is positive and empowering, by taking the opportunity to come up with agendas that are thought to be important and seeing those agendas through to completion. He will work to maintain leadership that is directed toward the common good of everyone at APA and all of psychology and also balanced in recognizing and trying to meet the many needs of different groups at APA. His leadership will be fiscally responsible and will focus on long-range planning as well as short-term solutions. He will remember to be accountable to members, recognizing that most members never get involved in governance. Dr. Sternberg believes goals are better accomplished through teamwork and listening to one another and noted he will always be open and honest in carrying out his goals.

J. In executive session, the Board reviewed a draft brief and approved the filing of an amicus curiae brief in the Supreme Court in the case of Stogner v. California. The Board noted that legal counsel would resolve the final language of the brief in consultation with experts and outside counsel. The Board commended Nathalie Gilfoyle, General Counsel, and the Office of the General Counsel for their work on this brief. Dr. Overmier abstained from voting in this matter.

V. DIVISIONS AND STATE AND PROVINCIAL ASSOCIATIONS

No items.

VI. ORGANIZATION OF THE APA

No items.

VII. PUBLICATIONS AND COMMUNICATIONS

No items.

VIII. CONVENTION AFFAIRS

A. In executive session, the Board voted to postpone to its April 2003 meeting the item "2002 Convention Restructuring Survey Results."

IX. EDUCATIONAL AFFAIRS

A.(8) The Board voted to allocate $10,000 from its 2003 contingency fund for an initiative on integrating psychology into high school science fairs.

B.(9) The Board voted to allocate $2,000 from its 2003 contingency fund to complete the work of the Task Force on Distance Education.

C.(10) The Board voted to allocate $8,000 from its 2003 contingency fund for the establishment of a seven-person task force, to be appointed by the Board of Educational Affairs, to develop a plan for the workforce analysis of psychology education and training.

D.(10A) The Board requested that the Membership Committee and other boards and committees explore the creation of a category of affiliate membership in APA for alumni undergraduate psychology major programs.

E.(21) The Board was informed of the establishment by BEA of the Award for Excellence in Education and Training Advocacy.

F. In executive session, the Board voted to establish a nine-member working group to include three members of the Board of Directors, three members of the Committee on Accreditation and three members of the Board of Educational Affairs, for the purpose of: 1) clarifying mutual concerns about accreditation policy and policymaking roles; and 2) developing a strategy for cordial and productive communication on mutual interests related to accreditation policy and policy statements by other APA bodies. Members will be appointed by President Sternberg.

X. PROFESSIONAL AFFAIRS

A. The Board, on recommendation of the Board of Directors of the APA Practice Organization, voted to recommend that Council approve the following revision to the Bylaws of the Practice Organization (bracketed material to be deleted; underlined material to be added):

ARTICLE VI

BOARD OF DIRECTORS

Section 2. Composition, Tenure and Qualifications. [The number of Directors shall be twelve.] The Board of Directors shall constitute the same individuals who serve on the Board of Directors of the American Psychological Association from time to time. Any director who serves as a non-voting member of the Board of the American Psychological Association shall also serve as a non-voting member of the Board of the Corporation. If an individual serving on the Board of the American Psychological Association cannot, for any reason, sit on the Board of the Corporation, that individual may attend Board meetings as an observer and, if such individual is an officer of the American Psychological Association, the other members of the Board of Directors of the Corporation shall select another individual, from among the Board members, to serve in the vacant officer position.

XI. SCIENTIFIC AFFAIRS

A.(11) The Board voted to allocate $15,000 from its 2003 contingency fund to support two meetings of a working group that would prepare for broad dissemination of informational materials on regulatory issues in human research.

XII. PUBLIC INTEREST

A.(12) The Board was informed it would receive an update regarding the APA Task Force on Advertising and Children at its April or June 2003 meeting.

B.(13) The Board voted to allocate $4,000 from its 2003 contingency fund to print and mail the report of the Task Force on Urban Psychology.

C.(14) The Board voted to allocate $5,000 from its 2003 contingency fund and recommended that Council allocate $15,000 from its 2003 contingency fund to support production expenses of a Book on Women of Color Leader Psychologists.

D.(15) The Board voted to allocate $3,800 from its 2003 contingency fund and recommended that Council allocate $31,500 from its 2003 contingency fund for two meetings of the Task Force on Psychology's Agenda on Child and Adolescent Mental Health and for associated staff costs.

E.(16) The Board voted to recommend that Council allocate $15,000 from its 2003 contingency fund to support two meetings of a proposed Children and Adolescents Task Force of the Ad Hoc Committee on End-of-Life Issues that would be charged with producing a report on practice, research, training, and policy issues for psychologists involved with children and families dealing with the end of life.

F.(17) The Board voted to reject a request that Council adopt the proposed Resolution to Create and APA Council Task Force of Pro Bono Affairs.

G.(18) The Board voted to recommend that Council allocate $20,000 from its 2003 contingency fund to the Office of Ethnic Minority Affairs to support grant writing efforts associated with the proposed conference entitled, Psychology, Public Policy, and Communities of Color in the United States and Throughout the World: Critical Issues, Knowledge, and Skills. The Board noted that no further commitments will be made on the conference until outside funding is obtained.

XIII. ETHNIC MINORITY AFFAIRS

No items.

XIV. INTERNATIONAL AFFAIRS

No items.

XV. CENTRAL OFFICE

No items.

XVI. FINANCIAL AFFAIRS

A.(19) The Board received a list of cuts approved by the CEO to help balance the 2004 budget and recommended several additional cuts to be made in developing the 2004 budget (See Attachment).

B. In executive session, the Board voted to approve the following resolution on tax-exempt financing for 750 First Street, NE:

WHEREAS the Board of Directors (the "Board") is the administrative agent of the Council of Representatives (the "Council") and is charged with exercising general supervision over the affairs of the American Psychological Association, Inc. (the "Association") under Article VII of the Association's bylaws; and

WHEREAS the G Place Limited Partnership ("G Place") previously owned the Association's headquarters building located at 750 First Street, N.E., Washington, D.C., consisting of approximately 350,000 square feet (the "Headquarters Building"); and

WHEREAS G Place merged with and into APA 750 LLC ("APA 750") pursuant to the execution and implementation of certain merger-related documents (the "Merger"); and

WHEREAS as a consequence of the Merger, APA 750 now owns the Headquarters Building; and

WHEREAS the Association owns directly and indirectly one hundred percent (100%) of the interests in APA 750 (and previously owned directly and indirectly one hundred percent (100%) of the interests in G Place); and

WHEREAS Bank of America, N.A. (the "Bank") has provided, among other things, interim financing for the Headquarters Building in the principal amount of $27,000,000 (the "Initial Loan"), which Initial Loan had a maturity date of February 28, 2003 (the "Original Maturity Date"); and

WHEREAS the District of Columbia (the "Issuer") proposes to issue revenue bonds in an aggregate principal amount not to exceed $27,000,000 (the "Bonds") and to loan (the "Bond Loan") the proceeds derived from the sale of the Bonds (the "Bond Proceeds") to APA 750 to be used by APA 750 to refinance the Initial Loan; and

WHEREAS the Bank proposes to issue a Direct Pay Letter of Credit (the "Bond Loan Letter of Credit") to provide credit enhancement for the Bonds; and

WHEREAS the Bank agreed to extend the maturity date of the Initial Loan from the Original Maturity Date to a date on or after the date on which the Issuer issues the Bonds (the "Initial Loan Extension"); and

WHEREAS the Board finds and determines that it is advisable and in the best interests of APA 750 and the Association to proceed with and/or ratify, as applicable, the above-mentioned transactions (collectively, the "Proposed Financing"); and

WHEREAS the Proposed Financing will be evidenced by certain basic documents, including without limitation a loan agreement (the "Loan Agreement"), a bond purchase agreement (the "Bond Purchase Agreement"), a remarketing and interest services agreement, a promissory note of APA 750, a guaranty agreement by the Association (the "Guaranty Agreement") and the Initial Loan Extension (collectively, the "Basic Documents"), which Basic Documents the Association on behalf of itself and APA 750, as appropriate, proposes to approve and/or execute and deliver in connection with the Proposed Financing; and

WHEREAS the Board has determined that it is reasonable, advisable and in the best interests of the Association and APA 750 for the Association to guarantee APA 750's obligations in connection with the Proposed Financing, pursuant to the Guaranty Agreement (the "Guaranty").

NOW THEREFORE BE IT RESOLVED the Board, having waived all notice of time, date, purpose and manner of meeting, adopts the following resolutions:

RESOLVED: That the Board has determined that it is advisable and in the best interests of the Association and APA 750 to proceed with and/or ratify the Proposed Financing and the Guaranty.

FURTHER RESOLVED: That any and all actions of the Association on its own behalf and/or on behalf of APA 750 and all actions of all officers and management of the Association previously taken on behalf of the Association on its own behalf and/or on behalf of APA 750 in connection with the Proposed Financing and the Guaranty are hereby approved, authorized, ratified and confirmed.

FURTHER RESOLVED: That in order to provide funds to finance and/or refinance certain costs incurred in connection with the refinancing of certain existing indebtedness, certain transaction costs associated therewith to the extent financeable, including without limitation costs of issuance, and credit enhancement costs relating to the Headquarters Building, the issuance of the Bonds in a principal amount not to exceed $27,000,000 (based on issue price and without giving effect to original issue discount) not in excess of twelve percent (12%) per annum or a final maturity in excess of twenty-six 26 years from issuance is in all respects approved, authorized, ratified and confirmed.

FURTHER RESOLVED: That the sale of the Bonds by the Issuer to Banc of America Securities, LLC (the "Underwriter") pursuant to the Bond Purchase Agreement is in all respects approved, authorized, ratified and confirmed.

FURTHER RESOLVED: That APA 750 is authorized to borrower the Bond Proceeds from the Issuer pursuant to the Loan Agreement and in accordance with the terms of the Proposed Financing.

FURTHER RESOLVED: That the Executive Vice President/Chief Executive Officer or the Vice President/Chief Financial Officer is authorized to approve the form and content of the Basic Documents and the transactions to be effected by the Basic Documents.

FURTHER RESOLVED: That the Executive Vice President/Chief Executive Officer or the Vice President/Chief Financial Officer is hereby authorized and directed to take any action and to execute and deliver any and all documents as may be necessary or desirable to facilitate the purposes of these Resolutions, including the execution of the Basic Documents, any contracts and related documents in connection with the renovation or refinancing of the Headquarters Building and any loan documents or other evidence of indebtedness by which the Association and/or APA 750 incurs any debt liability.

FURTHER RESOLVED: That the Executive Vice President/Chief Executive Officer or the Vice President/Chief Financial Officer is hereby authorized to approve for and on behalf of the Association on its own behalf and/or on behalf of APA 750 the form and content of and any legally permitted use, and the distribution, form and content of, a final Official Statement with such other offering documents and materials as he and the Underwriter shall deem to be advisable and in the best interests of the Association and/or APA 750 in connection with the offering and sale of the Bonds and the Proposed Financing; his execution and/or attestation of any instrument evidencing such approval shall be deemed conclusively to constitute approval thereof by the Association on its own behalf and/or on behalf of APA 750.

FURTHER RESOLVED: That the Executive Vice President/Chief Executive Officer or the Vice President/Chief Financial Officer is authorized to agree to, and to execute and/or attest and deliver, for and on behalf of the Association on its own behalf and on behalf of APA 750, as appropriate, such other documents, agreements and instruments effectuating changes, modifications, or amendments to the Basic Documents and any and all other certificates, agreements, instruments and documents related to the Proposed Financing and the Guaranty as he, in his sole and absolute discretion, from time to time deems necessary, desirable, advisable or appropriate and in the best interests of APA 750 or the Association; his execution and/or attestation of such documents, certificates, agreements and instruments with any such changes, modifications and amendments shall constitute conclusive evidence that the same are in the best interests of APA 750 or the Association, and all such changes, modifications, amendments, instruments, certificates, agreements and documents shall be binding upon APA 750 and the Association, as appropriate.

FURTHER RESOLVED: That the Executive Vice President/Chief Executive Officer or the Vice President/Chief Financial Officer is authorized to agree to, and to execute and/or attest and to deliver, for and on behalf of the Association on its own behalf and on behalf of APA 750, as appropriate, any and all additional agreements, certificates, documents, instruments, opinions, letters and other papers (including, without limitation, tax certificates, security agreements, chattel mortgages, financing statements and other like documents necessary to create and maintain security interests in monies and revenues pledged as security for the Bond Loan) as he, in his sole and absolute discretion, from time to time determines to be necessary, desirable, advisable or appropriate and in the best interests of APA 750 and the Association to implement and carry out the intent and purpose of this Resolution and to complete the Proposed Financing and the Guaranty (the "Other Documents"); his execution and/or attestation of such Other Documents to constitute conclusive evidence of such determination and all such changes, modifications, amendments, instruments, certificates, agreements and documents shall be binding upon APA 750 and the Association, as appropriate.

FURTHER RESOLVED: That the Executive Vice President/Chief Executive Officer or the Vice President/Chief Financial Officer is authorized, empowered and directed to perform all other acts and to do all other things and to execute and/or attest all such documents for and on behalf of APA 750 as he in his sole and absolute discretion, from time to time determines to be necessary, desirable, advisable or appropriate and in the best interests of APA 750 and the Association to comply with the provisions of the Basic Documents as executed and as amended from time to time, and of the Other Documents, to implement and carry out the intent and purpose of this Resolution and to complete the Proposed Financing and the Guaranty.

FURTHER RESOLVED: That, for the purposes of the Proposed Financing and these Resolutions, Skipwith C. Calvert be appointed Assistant Secretary of the Association.

FURTHER RESOLVED: That the Association and each of its officers is hereby authorized and directed to cause APA 750 and the Association, as appropriate, to perform each and every one of its obligations, undertakings, covenants, commitments, representations and agreements arising under the Basic Documents, the Other Documents and all other documents, instruments, agreements and certificates executed and delivered in connection with or under the authority of this Resolution, all as amended from time to time.

FURTHER RESOLVED: That the provisions of this Resolution shall be separable and if any section, phrase or provision of this Resolution shall for any reason be declared invalid, such declaration shall not affect the validity of the remainder of the sections, phrases or provisions of this Resolution.

FURTHER RESOLVED: That these Resolutions shall be effective as of Feb. 12, 2003.

XVI. COMMUNICATIONS CONCERNING OUTSIDE ORGANIZATIONS

None.