Marine Biological Laboratory

“On July 1, 2013 the Laboratory entered into an affiliation agreement with the University of Chicago (the University) located in Chicago, Illinois. Under this affiliation the University became the sole member of the Laboratory. The University of Chicago as sole member has the right to exercise all powers to approve or disapprove of certain fundamental decisions concerning the Corporation.”

“The University as sole member has the power to appoint and remove members of the Board of Trustees.”

“The University of Chicago as sole member has the power to take certain actions with respect to the MBL after prior consultation with the MBL's Board of Trustees, and the power to approve or disapprove certain actions taken by the MBL.”

“Prior to filing the Form 990, members of the Executive Committee and Audit & Risk Committee of the Laboratory's Board of Trustees were given an opportunity to review portions of the Form 990 relevant to the areas of oversight of those Committees, allowing them to review the form, provide comments, and ask any questions. Subsequent to the Committees' review, the form is made available to the full Board of Trustees for review prior to filing.”

“All trustees, officers, senior faculty, senior administrators, and other employees of the Laboratory are subject to conflict of interest policies that among other things, define material financial disclosure of information and specify procedures to be followed in managing these conflicts. The Laboratory's conflict of interest (COI) policies for trustees and officers requires disclosure whenever a trustee or a related party engages in an activity that could be considered a conflict of interest. Trustees are reminded that questions regarding the COI policy may be raised informally and confidentially at any time with the Chair of the Board of Trustees, the Chair of the Nominating and Governance Committee, or the University of Chicago's General Counsel. All trustees must annually disclose actual and potential conflicts of interest by completing a confidential COI Disclosure Statement and Acknowledgement, and these disclosures must be updated as new information becomes available that could affect the trustee's stated interests. The MBL's Director of Finance, in consultation with the Nominating and Governance Committee and Senior MBL and University of Chicago administration, will compile the disclosures into a confidential database. The Chair of the Board of Trustees will also review all disclosed potential conflicts of interest before making Board committee assignments. Regardless of these efforts, Trustees must be alert to any and all potential conflicts. To the extent a potential conflict has not been addressed, it should be brought to the immediate attention of the Chair of the Board, the Chair of the Nominating and Governance Committee, or the University of Chicago's General Counsel. The Trustee should also abstain from participating in or voting on the matter. Actions in this regard will be reflected in any official meeting minutes. The Laboratory requires that employees (MBL staff members) complete a COI statement annually. The statement is reviewed by the Director of Human Resources and the Director of the Division of Research. If it is believed there may be a conflict of interest on any of the statements, it is brought to the attention of the MBL Compliance Committee for resolution. Any MBL staff member who is or will be involved in an MBL business transaction in which a potential for conflict of interest may exist is required to report such potential conflict to the Chief Operating Officer. The MBL shall take action to ensure that the transaction, if it is to proceed, is on fair and reasonable terms and in the best interest of the Laboratory. Someone other than the individual with the conflict must initiate the resolutions for action and make the necessary decisions and control the transaction(s). The individual with the conflict must recuse themselves from the decision-making process.”

“The Conflict of Interest policy is available on MBL's website. Audited financial statements and Form 990 are available upon request to organization. In addition, audited financial statements, Form 990, and governing documents are available on public websites and the Commonwealth of Massachusetts' website.”

“Adjustments for non-operating activities: decrease in interest rate swap agreement of $320,335; decrease for the change in value of annuities of $97,178; increase in post-retirement health care asset value of $645,819; and gain on insurance proceeds of $184,400.”