Research Foundation

“Description of membership: the foundation has approximately 800 members who are classified as follows: a. Active members, b. Contributing or supporting members, c. Honorary members. Qualifications of members: a. Active members are new york state or foundation employees at research institutes of the department of mental hygiene, working at least half-time in state grades 22 or higher, or the foundation equivalent, who are actively engaged in conducting directly or administering mental hygiene research projects or programs. B. Contributing or supporting members include persons who by contribution, bequest, gift, or other assistance have significantly contributed to the purposes of the foundation. C. Honorary members may include former members of either of the preceding classes, or additional persons whom the foundation may wish to recognize or honor because of personal achievement or professional distinction.”

“Members' powers to elect or appoint to the governing body: the active members elect contributing or supporting members, honorary members and certain members of the board of directors. Members of the foundation are responsible for election of 14 of the 19 members of the board of directors who serve four-year terms.”

“Governance decisions reserved or subject to members' approval: the only decision that is subject to the approval of the members is the dissolution of the foundation.”

“Form 990 review procedures: the form 990 is prepared by the management of the foundation and reviewed by the independent auditors. The form is also presented to the audit committee, the finance committee, and the board for their review and member certification.”

“Conflict of interest policy procedures: the foundation has a conflict of interest policy whereby officers, directors and all employees are required to disclose conflicts of interest. The organization consistently monitors the policy, provides reminders of its existence and the obligation of those with a perceived or actual conflict to present it to the proper reporting authority, as provided for in the policy.”

“Compensation procedures: the finance committee annually reviews the compensation of officers, directors and all employees. The committee uses comparable salary data from affiliated new york state agenices, the research industry and other non-profits.”

“Availability of certain organization documents to the public: the foundation files annual reports with the charities bureau of the new york state attorney general's office, accompanied by audited financial statements which are accessible by the public at the bureau's website. Governing documents and conflict of interest policy are available for inspection on request.”

“None of the members of the board of directors are compensated for serving on the board.”