Gordon Research Conferences Inc

“Council members: the corporation shall have members, who shall be admitted to membership in accordance with these by-laws. The corporation shall have a council (the "council"), the members of which shall be the members of the corporation (each, a "council member"). The council shall have the powers and duties set forth in this article iii. All council members shall be natural persons who may be admitted to membership under any one of the following procedures, as applicable: (a) the board of trustees may, in its discretion, grant any founding member the privilege of appointing one member of the council as a representative of such founding member for such term as the board may determine. (b) each conference shall appoint one member of the council as such conference's representative. Any such representative of a conference shall be the chair or a co-chair of the conference, elected to such office during a meeting of such conference to serve through conclusion of the next following meeting of such conference or, if the chair or co-chairs of such conference shall no longer be able to serve in such capacity, the duly elected vice chair or a co-vice chair shall serve as the conference's representative to the council for the remainder of such term of office. Each conference representative will serve on the council until the next meeting of the conference and his or her successor is duly elected. (c) each member of the board of trustees shall be a council member during such trustee's term on the board of trustees and for two years after the expiration of such term. (d) each member of the conference evaluation committee shall be a council member during such member's term on that committee. (e) the president shall be ex officio, executive secretary of the council and shall be a member of the council. Responsibilities and duties of council: the council shall have the responsibility and authority to advise the board of trustees upon such matters as the board may request, upon such matters as may require approval of members under the rhode island non-profit corporation act or as may be stated in these by-laws, and to elect certain members of the board trustees and of the conference evaluation committee. Powers of council: council members shall have the exclusive right to enjoy and exercise all rights and powers conferred on members of non-profit corporations under the laws of the state of rhode island. The council members shall have such other powers as may be specified in the corporation's articles of incorporation and in these by-laws, including, without limitation, the power to elect certain members of the board of trustees and the conference evaluation committee, to remove members of the board of trustees, with or without cause, and to approve proposals to amend the corporation's articles of incorporation and these by-laws.”

“SEE LINE 6 EXPLANATION.”

“SEE LINE 6 EXPLANATION.”

“Data is collected and prepared by the financial operations specialist and senior financial operations specialist. All data is reviewed by the president and ceo and treasurer and the senior operations specialists forwards the information to kpmg, who completes the return using this material as well as the issued financial statements. The completed return is reviewed by financial operations specialist and senior financial operations specialist fom and is provided to the president and ceo and treasurer for review and discussion. The draft of the 990 return is forwarded via e-mail attachment to the grc bot, including finance and audit committees, for trustee review. Comments, if any, are forwarded back to the senior financial operations specialist and president and ceo and treasurer and, if needed, are addressed.”

“The grc conflict of interest policy covers members of grc's board of trustees, officers and senior employees having decision-marking authority. As a matter of practice, grc also asks non-elected members of board committees to complete cip form. Upon election of the board of trustees or grc office, or upon his or her hire, individuals covered by the policy are asked to review the policy and complete the conflict questionnaire, signing and returning the completed questionnaire to grc's counsel. Every 12 months, each individual is asked to review the policy, complete any required disclosure, and sign a new questionnaire. A copy of the policy is sent to each covered person at the time such request is made. Grc's counsel is responsible for collecting the completed questionnaires and ensuring they have been updated annually. A compilation of all completed forms, and their date of last completion, is maintained at the offices of counsel. Counsel reviews all completed questionnaires to identify any disclosure made by any covered person. If there are disclosures made, counsel makes a preliminary determination of whether a conflict could exist. If counsel believes there could be a conflict, counsel then brings the disclosure to the president (unless the president has made the disclosure) and the corporate governance committee of the board for a determination by the committee as to whether a conflict may exist or disclosure should be made to the full board. The committee is to advise the board at each meeting if there are any issues to be addressed. If a disclosure is made in a questionnaire that counsel of the committee determine is not a possible conflict, the committee has no obligation to report such disclosure to the full board. If a disclosure is determined by counsel or the committee to be a possible conflict, disclosure is made to the entire board. The possibly conflicted person is to leave the meeting if the conflict is to be voted upon. Disinterested members of the board will vote on whether a conflict exists. It is possible that counsel or the committee will determine that a disclosure does not give rise to possible conflict, but the committee will bring the disclosure to the full board to ensure the board is apprised of the matter. If a conflict exists, the board will evaluate any proposed transaction involving the conflicted person in accordance with the policy's procedures.”

“The grc compensation policy is to be market competitive with our peer group in the not for profit sector and to pay for performance in order to attract, retain and motivate high quality employees. To achieve this end the grc will have a compensation plan that includes a fixed salary, an incentive pay opportunity and competitive benefits. Salary change and incentive pay shall be based on an annual review of each employee's accomplishments vs. Expectations as set forth in the grc performance management system. A base salary range will be established for each position with a base salary target and a minimum base set at 80% of the base salary target. While the base salary target will not be a maximum, generally base salary will be paid between minimum and the target. The president will have a standard performance incentive pay opportunity of 15% of base salary and a maximum incentive pay opportunity of up to 30% of base salary for outstanding performance. The other managers will have a standard performance incentive pay opportunity of 10% of base salary and a maximum incentive pay opportunity of up to 20% of base salary for outstanding performance. In 2021, the board of trustees approved the option for up to an extra 5% incentive pay for outstanding operational performance. The base salary ranges will be designed so that the base salary target, plus the maximum incentive pay opportunity (for outstanding performance), plus the value of the benefits offered, will approximate compensation for third quartile. If a manager is paid below the base salary target and receives a standard performance incentive pay rather than an outstanding performance incentive pay, the executive will be paid close to the median of the marketplace. Benefits shall be what are reasonable and expected in the providence area market. The compensation committee (cc) of grc may hire an outside consultant as appropriate to assist in review of the annual compensation plan and to provide an intermediate sanctions opinion. A detailed analysis of salary ranges in our peer group for positions comparable to the top five positions at grc should be performed at least every 3rd year. Process: 1. Annually the ec shall recommend to the cc a salary and incentive plan for the president of grc based on performance. 2. Annually the president of grc shall recommend to the cc salaries and incentive pay for the president's direct reports based on performance. 3. Annually the president of grc shall recommend to the cc compensation and incentive pay pool for all other staff based on performance. 4. Annually the cc will consider these recommendations and prepare a motion covering the president's compensation and the total of all other compensation for consideration and action by the board of trustees, at its spring meeting. Additionally, gordon research conferences meets all three requirements of the rebuttable presumption standard as set forth in treasury regulation section 53.4958-6(a) because it: 1. Has an independent body that reviews and approves compensation 2. Uses independent compensation comparability data obtained from an outside firm, 3. Adequately and timely documents the basis form compensation determinations concurrently with making such determinations.”

“Upon request, individuals are directed to www.guidestar.org, or provided a copy of the most recently filed form 990 via email attachment or a paper copy via us postal service.”

“In support of this statement, the gordon research conferences (grc) board of trustees is committed to: - ensuring each conference attracts a sustainable minimum attendance, has a recurring thematic topic, and strives to be the overall best meeting in its field. - facilitating the synthesis and evaluation of new ideas, and crystallizing new research directions by ensuring active discussion and presentation of unpublished results in an "off the record" atmosphere. - influencing the culture of science to be inclusive, open to new ideas, engaged with all communities and conducive to egalitarian debate. - making each conference responsive to the needs of the worldwide scientific community by striving for demographic balance in conferees in terms of gender, ethnicity, institution type, and career stage. - supporting and encouraging early career scientists as they establish initial scientific and personal contacts. - providing a service to the scientific research and development communities through the organization and support of scientific conferences. These services will include: - robust and clear procedures for establishing, reviewing, and governing conferences, - transparent procedures for establishing new conferences, - accessible application processes for attendance by scientists worldwide, - formats and venues that encourage discussion and a sense of community, - cost-effective fees and operational practices that maintain the financial stability of grc. Strategic vision - the ideal grc organization will provide the scientific community with premier scientific conferences that: - establish an egalitarian environment for scientific debate, - foster cross-fertilization of disciplines and subdisciplines, - are available to the worldwide scientific community, - require conference demographics to match the demographics of the scientific field, - ensure a democratic process for electing future chairs, - evaluate conferences on intellectual excellence and sustainability as the primary determinants of conference success.”

“OTHER ADJUSTMENT -1,269.”