Gordon Research Conferences Inc

“Form 990, part iii, line 1 in support of this mission statement, the grc board of trustees is committed to: providing a service to the research and development community in the biological, chemical or physical sciences through the organization and support of scientific conferences. Each gordon research conference has a recurring thematic topic and strives to be the overall best meeting in its field. A conference program may extend to related subjects in areas such as industrial technology, the environmental sciences, geology, medicine, computation, science education, and public policy. Providing an open application process for attendance at grc by active scientists, technologists and educators from academia, government and industry. Assuring a format and site locations that encourage extensive formal and informal discussion and a sense of community among the attendees. Placing a premium on the "off the record" presentation of previously unpublished scientific results and on the consequent ad hoc peer discussion. Using the grc as a positive influence on the culture of science as reflected in openness to a diversity of new ideas and concepts, outreach to global science, and establishment of an egalitarian environment for scientific debate. Providing a forum for career networking and career advancement. Supporting and encouraging young scientists as they establish initial scientific and personal contacts. Maintaining a "bottom-up" and open governance process at all levels of the grc organization, including establishing new conferences, and reviewing and governing recurrent conferences. Providing a forum for the synthesis and evaluation of new concepts as a means to clarify and crystallize new research directions. Making the grc available to the worldwide scientific community and assuring that the grc is responsive to the needs of a diversity of scientific cultures and interests.”

“Form 990, part vi, line 4 set forth below is a brief summary and explanation of each of the changes to the organization's bylaws: 1. The term "director" is replaced with the term "president" throughout the by-laws. The board believes that this change reflects the more modern view among non-profit corporations that their chief executive should hold the office of "president" as in the case of for profit corporations, and not the more vaguely defined but traditional non-profit office of "director". Corporate governance at many non-profits continues to evolve closer to that of a for-profit corporation, and this change is consistent with that trend. 2. Each instance where the phrase "selection and scheduling committee" was used, the name "conference evaluation committee" is now used. The board believes that this new designation is more reflective of the full scope of responsibilities of that committee as compared with its previous designation. 3. The revised document eliminates references to "council members at large". The by-law amendments of 2009 contemplated that members at large would be eliminated through run-off of the terms of then existing members at large. The run-off has now been completed so that there are no longer members at large. 4. An additional power has been added to the recitation of the board's set of powers, which power has always been implied: ",to consider and implement new endeavors or programs designed to further the purposes of the corporation." the board is proud of the many new programs that have evolved over the years, and would prefer to be expressly empowered to consider fresh approaches. 5. The duties of board members of non-profits continue to increase, and demands on the time and expertise of their members are significant. In addition, all corporate boards, whether for profit or non profit, are increasingly aware of the value that a diverse group of perspectives brings to an organization. Therefore, the board concluded that the number of trustees to serve on the board should be increased by two. The new trustees will be appointed by the board, based on majority vote of board members taken at the fall meeting, each to serve a term of 3 years. Trustees appointed to these seats may succeed themselves as trustees for multiple terms and need not be scientists, nor must they have attended a grc to be qualified to serve. They are subject to removal the same way they are appointed: by action of the board, not the council. The board believes that these two additional seats will provide the board with the opportunity to add scientists for purposes of achieving greater diversity, or to add non-scientists for the purpose of serving in a particular role or providing a particular expertise not available among current board members. 6. To assure the grc community that there is no intention of creating a permanent board chair from among the appointed trustees, the board limited the right to become chair or vice chair of the board to only those trustees who have been elected by the council. Accordingly, any trustee appointed by the board as described above is not eligible to serve in the office of chair or vice chair. 7. Complaints brought under the corporation's whistleblower policy are to be subject to the jurisdiction of the audit committee. Although no complaints have been brought, the board thought it prudent to specify proper jurisdiction if any ever arise. The board believes that this is consistent with modern corporate governance. 8. The compensation committee is now charged with reviewing on a continuing basis the corporation's compensation policy, in addition to reviewing the compensation paid to employees. The compensation committee has been reviewing the policy regularly, but the board thought it prudent to specify that as a responsibility as well. 9. Scientific fields continue to evolve at a rapid pace and grc's communities are continually evolving as well with new demands for scientific expertise. In”

“Form 990, part vi, line 11b data is collected and prepared by the financial operations manager. The fom 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 the fom and is provided to the director 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 fom and director and if need be are addressed.”

“Form 990, part vi, line 12c the grc conflict of interest policy covers members of grc's board of trustees, officers and senior employees having decision-making authority. As a matter of practice, grc also asks non-elected members of board committees to complete a cip form. Upon election to 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 director (unless the director has made the disclosure) and the corporate governance committee of the board for a determination by that 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 conflict issues to be addressed. If a disclosure is made in a questionnaire that counsel or 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 a 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.”

“Form 990, part vi, line 15 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, a bonus opportunity and competitive benefits. Salary change and bonus 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 the minimum and the target. The director will have a standard performance bonus opportunity of 15% of base salary and a maximum bonus opportunity of up to 30% of base salary for outstanding performance. The other managers will have a standard performance bonus opportunity of 10% of base salary and a maximum bonus opportunity of up to 20% of base salary for outstanding performance. The base salary ranges will be designed so that the base salary target, plus the maximum bonus opportunity (for outstanding performance), plus the value of the benefits offered, will be equal to grc's market place third quartile. If a manager is paid below the base salary target and receives a standard performance bonus rather than an outstanding performance bonus, the executive will be paid closer to the median of the marketplace. Benefits shall be what are reasonable and expected in the providence area market. The compensation committee of the 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 bonus for the director of grc based on performance. 2. Annually the director of grc shall recommend to the cc salaries and bonuses for the director's direct reports based on performance. 3. Annually the director of grc shall recommend to the cc compensation and bonus pools for all other staff based on performance. 4. Annually the cc will consider these recommendations and prepare a motion covering the director's compensation and the total of all other compensation for consideration and action by the board of trustees. At its spring meeting. As amended, april 13, 2012. 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, and (3) adequately and timely documents the basis for compensation determinations concurrently with making such determinations.”

“Form 990, part vi, line 19 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.”

“FORM 990, PART VI, LINE 6, 7a & 7b GORDON RESEARCH CONFERENCES HAS A COUNCIL WHERE THE CONFERENCE CHAIRPERSON FROM EACH CONFERENCE IS A COUNCIL MEMBER. THE COUNCIL MEETS ELECTRONICALLY ONCE PER YEAR TO VOTE ON THE BOARD MEMBERS AND TO RECEIVE THE DIRECTOR'S ANNUAL REPORT. THE COUNCIL MEMBERS CHANGE EACH YEAR WITH THE CONFERENCE CHAIRPERSONS. BELOW IS AN EXCERPT FROM GORDON RESEARCH CONFERENCES' BYLAWS REGARDING THE COUNCIL: 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) FROM THE DATE OF ADOPTION OF THESE BY-LAWS UNTIL THE EXPIRATION OF THE TERMS OF ALL MEMBERS-AT-LARGE LAST ELECTED TO THE COUNCIL PRIOR TO ADOPTION OF THESE BY-LAWS, THERE SHALL CONTINUE TO SERVE ON THE COUNCIL AS MEMBERS-AT-LARGE NOT MORE THAN 15 INDIVIDUALS, EACH BEING A MEMBER-AT-LARGE OF THE COUNCIL AS OF THE DATE OF ADOPTION HEREOF. EACH SUCH MEMBER-AT-LARGE SHALL BE A COUNCIL MEMBER. AS THE TERM OF EACH SUCH MEMBER-AT-LARGE OF THE COUNCIL EXPIRES OR OTHERWISE TERMINATES, WHETHER DUE TO DEATH, DISABILITY, RESIGNATION OR REMOVAL, NO SUCCESSOR MEMBER-AT-LARGE SHALL BE ELECTED TO FULFILL THE BALANCE OF SUCH TERM, AND AFTER EXPIRATION OF THE TERMS OF ALL MEMBERS-AT-LARGE LAST ELECTED PRIOR TO ADOPTION OF THESE BY-LAWS, THERE SHALL NO LONGER BE ANY MEMBERS-AT-LARGE OF THE COUNCIL. (D) 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. (E) EACH MEMBER OF THE SELECTION AND SCHEDULING COMMITTEE SHALL BE A COUNCIL MEMBER DURING SUCH MEMBER'S TERM ON THAT COMMITTEE. (F) THE PRESIDENT AND CEO SHALL BE EX OFFICIO, EXECUTIVE SECRETARY OF THE COUNCIL AND SHALL BE A MEMBER OF THE COUNCIL.”