Massachusetts Society For

“The incorporator(s) at their initial meeting and thereafter the members annually at their annual meeting shall fix the number of members and shall elect the number of members so fixed. Members shall be public or private companies, non-profit or educational organizations, professional associations, volunteer associations, and other legal entities whose interests and actions are consonant with the mission of the massachusetts society for medical research. At any special or regular meeting the members may elect new members by a vote of a majority of the current members then enrolled and present.”

“The members at their annual meeting shall fix the number of directors. The members shall elect the number of directors needed to replace directors whose terms have expired and others as may be needed to make up the total number of directors fixed by the members. At any special or regular meeting, the members or directors may increase the number of directors and elect new directors to complete the number so fixed by a vote of a of a majority of the members or directors then in office, as the case may be; or they may decrease the number of directors, but only to eliminate vacancies existing by reason of the death, resignation, removal or disqualification of one or more directors. Every director shall be either an employee, director, official of or otherwise affiliated with a member, or an individual whose participation in the board is deemed important by the board.”

“In addition to electing directors and such other powers and rights as are vested in them by law, the articles of organization, or by-laws, the members shall have such other powers and rights as the directors may designate. This includes approval of the annual budget.”

“There are no committees with authority to act on behalf of the board.”

“Executive director files the 990 and provides a copy for review with all board members at their request.”

“Each director, principal officer and member of a committee with msmr board-delegated powers shall annually sign a statement, which affirms such person: a. Has received a copy of the conflicts of interest policy, b. Has read and understands the policy, c. Has agreed to comply with the policy, and d. Understands that massachusetts society for medical research is charitable and in order to maintain its federal tax exemption it must engage primarily in activities, which accomplish one or more of its tax-exempt purposes. To ensure the msmr operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects: a. Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm's length bargaining. B. Whether partnerships, joint ventures, and arrangements with management organizations conform to msmr's written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.”

“Written performance evaluations of the executive director are prepared and used when determining compensation.”

“Msmr makes its governing documents, conflict of interest policy, and financial statements available on request.”