Annex Last MINUTES OF THE CLOSED PORTION OF THE MEETING MADE AVAILABLE TO THE PUBLIC PURSUANT TO RESOLUTION OF THE BOARD That portion of the May 26, 1983 meeting of the Board of Directors of the United States Synthetic Fuels Corporation, closed pursuant to a motion duly made, seconded and unanimously adopted in open session, was called to order at 12:55 p.m. by Chairman Edward E. Noble in the Board Room, Williams Plaza Hotel, Tulsa, Oklahoma. In addition to the Chairman, the following members of the Board of Directors of the Corporation, comprising a quorum of the Board, were present: John B. Carter, Jr. C. Howard Wilkins, Jr. Mr. Robert Gambino, Deputy Inspector General of the Corporation, was also present. Edward E. Noble acted as Secretary for the first portion of the closed session. The Chairman suggested that, in light of concerns raised by several directors, the organization of the Synthetic Fuels Corporation and any other matters troubling Board members should be discussed frankly before proceeding to the balance of the scheduled session. Comments expressed by the Directors were candid and made with some urgency. Mr. Wilkins expressed his concern that talent and expertise in the Corporation arebeing misused. He noted that the organizational plan of the Corporation does not reflect the true division of authority and urged the Chairman to address that problem. Mr. Wilkins stated that the priorities of the Corporation are changing and the Chairman and Executive Vice President need additional help to cope effectively with the challenges these new priorities will thrust upon the Corporation. Mr. Wilkins then suggested a possible solution would be to have the President move up to the position of Vice Chairman, give the Executive Vice President additional authority and strengthen the Executive Vice President by adding additional personnel to the Executive Vice President's staff. The Chairman demurred to this suggestion and stated that the changes outlined by Mr. Wilkins appeared to be cosmetic and not substantive. Mr. Wilkins stated that there was confusion, because of lack of good organization, which his suggestion would help eliminate. Mr. Schroeder advised that he did not believe employees of the Corporation were confused about the lines of authority in the Corporation. He stated that, on the contrary, the lines of authority were well understood and that there was not confusion among subordinates. Mr. Schroeder stated that, as President, he has delegated day-to-day operations to the Executive Vice President, and that he has no special or direct reporting procedures which violate this delegation. He has discussed this with the Executive Vice President many times and there is no misunderstanding between them. There was much intense discussion of the Corporation's organizational needs, problems, and possible solutions. Mr. Monks offered to resign if the Chairman believed it would help the Chairman and the Board reach a solution. The Chairman rejected the offer and noted the many contributions made by Mr. Monks and the value of his ideas and suggestions. Mr. Carter then suggested that the Board resolve that Mr. Schroeder assume the title and functions of Vice Chairman and retain the title of President; that Mr. Bowden function as the Chief Operating Officer and keep the title of Executive Vice President; and further, that these changes be effective for 90 days, after which they will be reevaluated. Mr. Carter agreed that the Chairman's office needs help, and Mr. Schroeder could be of great assistance to the Chairman. The Chairman agreed, adding that the Corporation was moving into what was probably its most intensive phase, in which it would be simultaneously consummating assistance agreements for a number of large projects and setting up the monitoring staff to manage assisted projects. Mr. Wilkins pointed out that nearly every major corporation has the position of vice chairman and that the position could be helpful to the Chairman during this upcoming intense phase of the Corporation's life. According to Mr. Carter, under the proposed resolution, Mr. Schroeder could step down into the line of command anytime if that were necessary. He said that Mr. Bowden would be acting as chief operating officer but still be designated the Executive Vice President. Mr. Thompson spoke in favor of the proposed resolution, pointing out the temporary nature of the changes and the opportunity to evaluate them and make corrections if necessary in 90 days. He noted that these changes were in the nature of a compromise and urged acceptance by the Board. On a motion duly made by Mr. Carter and seconded by Mr. Thompson, it was unanimously RESOLVED, that Mr. Schroeder assume the title and. RESOLVED, that Mr. Bowden will function as the Chief RESOLVED, that these changes will be effective for 90 After the vote, Mr. Wilkins stated he would resolve any disagreement with management within the organizational framework of the Corporation. He noted, however, that he would go "outside" if there was a lack of response. He emphasized with some vigor that he wants and needs responses to his questions and views disagreement with his positions as no excuse for lack of response. The Chairman then wound up the discussion by asking the Board for their help and cooperation. He alerted the Board to the many challenges and problems facing the Corporation and expressed confidence and optimism about meeting these challenges with the assistance of each Board member. [The following officers and employees of the Corporation joined the meeting: Jimmie R. Bowden, Executive Vice President Edward F. Cox, Vice President and General Counsel and Secretary S. Kenric Lessey, Jr., Inspector General Andrew P. Tashman, Assistant General Counsel Donald Thibeau, Executive Assistant to the Chairman Betty Nolan, Senior Policy Advisor Dorothy Weed, Director-Secretariat Catherine McMillan, Director-Public Disclosure Judith Fox, Legal Assistant] Edward F. Cox acted as Secretary for the remainder of the meeting. Consideration of Request for Exempt Minutes of Board Meetings Catherine McMillan stated that on October 4, 1983, the Office of Public Disclosure received a request from Robert Porterfield of the Newsday_newspaper for access to copies of the complete minutes of all portions of the Board of Directors meetings which had been closed to public observation from August 1, 1981 through March 24, 1983. She noted that section 121 of the Energy Security Act requires the |