Clinical Research Foundation Inc

“7a-per the bylaws of the organization, each dues-paying academic health center member may cast one vote for the annual election of the board of directors. A slate of candidates is prepared by the nominating committee and approved by the board of directors. A ballot is then distributed to the membership for voting. A majority of the voting members is required to elect new directors.”

“7b per the bylaws of the organization, all governance and changes to the bylaws are presented to the membership at the annual members meeting in april. A majority of academic health center votes is required to approve any changes.”

“990 is reviewed by management and the board's finance and audit subcommittee prior to filing with the irs.”

“Board members and key staff are required to complete and submit a questionnaire and statement of disclosure annually. They are required to inform the audit committee if there is any change or if a conflict arises during the year. The audit committee reviews each questionnaire and disclosure statement or any set of facts or circumstances that may reflect an actual, potential, or apparent conflict of interest. The audit committee may request the assistance of legal counsel to identify potential conflicts. The audit committee may ask for additional information. The audit committee makes recommendations to the board to either waive the conflict or ask the director to resign. The board of directors has the final decision on the recommendations.”

“The ceo's compensation is determined as part of the annual budget development process and must be approved by the finance committee in conjunction with the input/approval of the chairman. Taken into consideration are: comparability data that demonstrates the fair market value of the compensation, expert compensation studies by asae, and/or consultation with search firms. The ceo's proposed ceo salary is included in the annual budget which is approved by the board.”

“Governing documents, conflict of interest policy and year end financial statements are available to members and are reviewed at the annual members' meetings. This information is also available to the general public upon request.”

“The process of having a committee assume responsibility for the oversight of the audit of its financial statements and selection of an independent accountant has not changed from prior year.”