EXECUTIVE COMMITTEE CONFERENCE CALL

1.1 COPRI Task Committee Chair Doug Sethness called the meeting to order at 6:30 p.m. on Friday, April 28. The meeting was held in a meeting room at the Washington Dulles Marriott Suites Hotel in Herndon, VA.

1.2 COPRI task committee and ASCE staff listed below participated in the meeting.

Brian Parsons and Doug Sethness conducted reviews of the meeting agenda, COPRI Roster, and the minutes of the January 21 Meeting in San Antonio.

2.3 The minutes of the January 21, 2000 COPRI meeting in San Antonio were reviewed and approved. Mike Briggs was not able to attend this meeting because of a death in the family. Many thanks to Brian for an excellent job on these minutes.

Bill Marcuson presented an update from the ASCE BOD Governance Team relative to COPRI formation.

3.1 The BOD recommended approval of COPRI in concept, with some "loose ends" requiring attention before full approval.

3.1.1 ASCE Conferences MOU. The COPRI Task Committee needs to prepare a draft Memorandum of Understanding (MOU) with ASCE on how conferences not currently managed by ASCE will be organized, managed, and cost shared. This MOU should be prepared in a timely manner so that negotiations can be completed in June to be ready for the July BOD meeting.

3.1.2 OTC Cost Sharing. The perception with the BOD Governance Team is that COPRI wants 10 percent of the profits from the highly profitable Offshore Technology Conference (OTC) held annually in Houston, TX. Since ASCE is one of the founding members of this conference and the profits are put back into the technical activity budget, the BOD is reluctant to give up their financial interests. This, however, is not what the business plan states. It simply calls out WPCO?s contribution to OTC that results in profits coming to ASCE, and indicates that COPRI should be given just recognition for its contribution to this profitable conference.

3.1.3 Conference Cost Sharing. The MOU should describe the cost sharing for conferences between ASCE and COPRI. Bill and Brian recommend a formula similar to that being used by other Institutes for ASCE-managed conferences. This "10/3/50" formula is that the Institute gets 10 percent of the gross registration fees as a program development fee, 3 percent of the gross exhibit revenue, and 50 percent of the net profits.

4.1 The first issue was to address the MOU with ASCE. Brian noted that these MOU?s can be renegotiated every two years if necessary, so our goal should be to get an MOU in place that we can all accept, even if the terms are not 100 percent to everyone?s liking. A draft is included at the end of these minutes.

4.2 Conferences can be divided into three categories: ASCE-managed, COPRI-managed, and OTC.

4.2.1 The existing ASCE-managed conferences include Civil Engineering in the Oceans, Dredging, Ports, Waves, and Wetlands and River Restoration (with EWRI). ASCE shall have the right of first refusal for continuing to manage these conferences.

4.2.2 The proposed COPRI-managed conferences include Breakwaters, Coastal Disasters, Coastal Dynamics, Coastal Sediments, Coastal Structures, Coastal Zone Management, Estuarine and Coastal Modeling, ICCE, Sand Rights. Also included in this category will be all new conferences developed under COPRI or conferences managed elsewhere that are brought back to COPRI supervision.

4.2.3 The OTC is a special category by itself because of its history. ASCE was one of the founding societies of OTC in 1968. This conference is managed by the Society of Petroleum Engineers and the profits have been split among the founding societies. ASCE?s involvement with OTC is mostly through the ocean engineering community, which includes civil, structural, and geotechnical engineering. The COPRI position is that we provide more technical and financial stewardship to this conference than any of the other ASCE divisions or Institutes. We maintain the Subcommittee on OTC Support through our Ocean Engineering Technical Committee. This subcommittee relies mainly on volunteer efforts from the ocean engineering community (not usually affiliated with the local ASCE branches and sections) to review and organize the 500 ocean-related abstracts (out of a total of about 700 each year). This subcommittee is thus largely responsible for the technical, and ultimately, the financial success of OTC. Without the technical program, that involves significant participation from the WPCO committee, OTC could not maintain its tax-exempt status.

4.3.1 For the existing ASCE-managed conferences, ASCE will have right of first refusal to manage these conferences after COPRI is formed. The standard "10/3/50" cost-sharing plan is acceptable since ASCE assumes all of the risk for any loses in these conferences. The revenue-sharing plan is referred to as a "Program Development Fee" to the Institutes.

4.3.2 For the COPRI-managed and new conferences, COPRI assumes the responsibility and risk of losses and is compensated accordingly. ASCE may submit a proposal to provide management services on all COPRI-managed conferences. COPRI will be able to negotiate with conference organizers. Revenue sharing will be similar to the "10/3/50" plan except that COPRI will disperse 10 percent of the registration and 3 percent of the exhibits and 50 percent of the net profits to ASCE.

4.3.3 For the OTC conference, COPRI expects that they will be recognized and fairly compensated for their stewardship of this conference.

4.3.3.3 COPRI will nominate an ASCE/COPRI member as Director to the OTC Board of Directors.

4.4 A Permanent COPRI Conference Account will be based on profits from COPRI conferences and other products. This account will be separate from ASCE internal conference accounts so that COPRI may use these funds however it deems fit. In particular, COPRI will carry over these funds from year to year and plans to create an Endowment Fund, similar to the ASCE Opportunity Fund, to fund awards, conferences, and other worthy causes.

5.1 Bylaws and Business Plan. The target date for ASCE BOD approval of the COPRI Bylaws and Business Plan is May 2000. Doug submitted a revised Bylaws and Nobu a revised Business Plan at this meeting. The revised documents have addressed the concerns of the ASCE BOD Governance Team and ASCE Legal staff. ACTION: Brian to distribute to the appropriate staff within ASCE.

5.2 COPRI Operations Handbook. Jim will prepare a draft Operations and Policy and Procedures Handbook. The due date is October 2000. ACTION: Jim

5.3 Transition Plan. Doug and Louise will prepare a draft Transition Plan that describes the COPRI organizational structure. ACTION: Doug and Louise.

6.1 As specified in the Bylaws, the first COPRI Board of Governors (CBOD) will consist of the initial WPCO EXCOM members. As members rotate off this board, they will be replaced from one of the four COPRI areas (i.e. Coastal, Ocean, Ports, and Waterways).

6.4 The COPRI will have a near full time (i.e. about 80 percent) staff person after May 1. This person will assist COPRI with ASCE administrative matters. ACTION: Brian

7.1 Einstein Award. The "trials and tribulations" of this award this year were discussed. Everyone agreed that communication could and will be improved for the future. The Waterways committee would like this award to be more focused on rivers and less on candidates with coastal sedimentation experience. Conrad Keyes noted that Dick French is the EWRI representative on this six-member award committee (3 with WPCO/COPRI and 3 from EWRI). Any changes in the selection criteria, and the award committee nomination and selection process should be described in writing prior to July 24.

7.2 Liaisons with other Associations. We should continue to draft MOU?s between COPRI and AAPA, PIANC, and other professional coastal, ocean, ports, and riverine associations. The MOU with MTS has already been signed and work is continuing on joint sponsorship and participation in the Oceans conferences.

7.3 ASCE Annual Conference Participation. ASCE is celebrating their 150th anniversary with the 2001 and 2002 annual conventions. COPRI should make an effort to organize and support a half-day technical session at each of these venues. The annual conventions are in Houston in 2001, and Washington in 2002. Proceedings will probably not be required for these presentations. ACTION: Jim will contact Bill Luyties about a session on offshore engineering and Doug will organize a session on ports at the Houston convention.

7.4 COPRI Newsletter. Dan Cox will work with ASCE staff to begin organizing the first issue of the COPRI Newsletter. It is scheduled for October 2000. He will investigate the possibility of business card advertisers. He has some examples of the other Institute?s Newsletters and News Magazines. The first issue will probably focus on the new COPRI organizational structure, board members, member services, and benefits of COPRI membership. Quarterly publication is the goal for now.

8.1 COPRI FY01 Operational Budget. The target for ASCE BOD approval of the FU01 COPRI budget is July 2000. ACTION: Brian will work with Doug and Nobu.

8.2 WPCO EXCOM FY01 Budget. The WPCO EXCOM FY01 budget is due May 15. Brian has prepared a draft of this performance-based budget using last year?s budget. Once COPRI is officially approved to start October 1, 2000, this budget will be superseded by the COPRI budget above.

9.1 A meeting will be set up with ASCE President Jim Davis to discuss the COPRI response to the ASCE BOD concerns. The timing of this meeting is based on the fact that Doug will be in Norfolk on May 19 and it would be convenient for him to stop off in Herndon on the way. ACTION: Brian will set up meeting to be attended by Doug, Louise, Brian, and John on Thursday, May 18 in ASCE Headquarters.

9.2 The next ASCE BOD meeting will be July 20-24. Since this meeting is just after the ICCE meeting in Australia, only Doug and Louise will attend.

9.3 The WPCO EXCOM will have a meeting after these meetings. ACTION: Doug and Brian will make arrangements.

1.1 For conferences currently managed by ASCE, the right of first refusal will be given to ASCE to manage the conference. These conferences include the following:

2.1 For conferences not currently managed by ASCE, COPRI will determine the form of management of this conference and any new conferences on any terms determined acceptable by COPRI. These conferences shall include the following:

Memorandum of understanding

between ASCE and COPRI

on conferences

april 28, 2000

Page 2 of 2

3.1 COPRI shall have the right to create and manage an endowment fund, separate from ASCE, for the purpose of managing funds received by COPRI for purposes to include but not limited to: charitable donations, sponsorships, endowments, and scholarships.

4.1 The existence and strength of the technical program is critical to the continued tax-free status of OTC. Therefore, COPRI shall maintain the Subcommittee on Offshore Technology Conference Support for the purpose of undertaking the responsibility as the ASCE support unit for the OTC, particularly the fulfillment of program requirements championed by the Civil Engineering technical community and other support as may by requested by COPRI.

4.2 The financial return to COPRI for the stewardship of the Offshore Technology Conference shall be funded by 10% of the funds received by ASCE from OTC. These funds shall be used for the continued support of the Subcommittee on Offshore Technology Conference Support.

4.3 COPRI is responsible for the ASCE component of the technical content of OTC, including the technical review of 500 to 600 technical papers.

4.4 COPRI shall nominate the ASCE appointee to OTC, INC. Board of Directors.