Biobusiness Alliance of Minnesota

“The board of directors shall authorize and create an executive committee of the board of directors. The executive committee shall be comprised of the chair, the vice chair, if applicable, the secretary, the treasurer, and the president/ceo of medical alley and such other individuals as the board of directors may from time-to-time determine to be in the best interests of the corporation. The executive committee shall have the authority of the board of directors in the management of the business of this corporation in the interval between meetings of the board of directors, and the executive committee shall at all times be subject to the control and direction of the board of directors.”

“The organization has an administrative services agreement with medical alley (formerly lifescience alley) to provide the services of the ceo, shaye mandle.”

“The sole member of the organization is medical alley, a minnesota nonprofit corporation.”

“The organization's board of directors of the filing organization are elected by the board of directors of the sole member, medical alley. The board of directors shall consist of at least five directors and at least a majority of the board shall not also be serving on the board of directors of the sole member. The president/ceo serves on the board of directors as a voting member.”

“The sole member has reserved to itself the following powers concerning the governance of the filing organization: (a) the final approval of all amendments proposed by the organization's board of directors to the organization's articles of incorporation and/or bylaws before such amendments become effective; (b) the approval of any plans of merger or consolidation of the organization with any foreign or domestic corporation, voluntary dissolution of the organization, or any sale, lease or transfer of all or substantially all of the organization's assets; (c) the approval of the grant of a security interest in all or substantially all of the organization's assets or the guarantee of any indebtedness before any such security interest or guarantee can become legally binding; (d) the issuance or transfer of membership interests of the organization; (e) the approval of any dividend distributions of the organization, if any; (f) development of policies regarding the implementation of any of the reserved powers described above.”

“Board of directors meetings are documented with minutes. Executive committee meetings are not recorded, however, recommendations made by executive committee are referred to board for action as required, and therefore, recorded in the board minutes.”

“The financial audit is part of the consolidated financial statements prepared for medical alley and subsidiaries. It is reviewed and approved by medical alley's finance committee and subsequently distributed to board members of all related organizations for their review. The form 990 is emailed to board members for their review and comment prior to filing.”

“Officers, directors, and key employees are required to disclose potential conflicts of interest as they arise. The board reviews and approves all transactions that have a potential conflict of interest. No director of biobusiness shall vote, or be present for the discussion and vote, on any matter in which he or she has a material interest or financial interest that will be affected by the outcome of the vote. All proceedings related to conflicts of interest are documented in the meeting minutes.”

“The ceo is an employee of medical alley, an organization related to the biobusiness alliance by virtue of being the organization's sole member. This arrangement became effective november 1, 2010, when a team of board members representing both organizations voted to move forward with plans to formalize a strategic affiliation between the two organizations. At that time the ceo's compensation was approved and an employment contract executed. Compensation was set at a rate that reflected the compensation of the former ceo of medical alley. During 2015, all employees were transfered to the payroll of medical alley, a related organization, and are no longer reimbursed by biobusiness alliance. The ceo's performance review was done in 2015 by medical alley's executive committee. Medical alley is the organization's sole corporate member.”

“The organization makes its governing documents, conflict of interest policy, and financial statements available to the public upon written request.”

“The organization discontinued all program services and state grant-funded work ceased on june 30, 2015 in anticipation of dissolution of organization in 2016.”

“Other professional fees: program service expenses 116,937. Management and general expenses 82,189. Fundraising expenses 0. Total expenses 199,126.”