Excellence Through Stewardship

“The board of directors may, by resolution adopted by the directors, establish an executive committee to consist of the elected officers and one of the bio representatives, as appointed by bio's president and chief executive officer (ceo). The executive committee may not exercise the powers of the board of directors, except to the extent, if any, that such authority is granted by resolution by the board of directors; provided, however, that neither the executive committee nor any other committee shall have the power to amend the articles of incorporation or these bylaws of the corporation. The chair of the board of directors shall serve as the chair of the executive committee.”

“There are two classes of membership: 1) regular voting members: regular voting membership is open to any corporation, academic, or governmental organization that utilizes plant biotechnology in research, development, or manufacture of plant biotechnology products or owns, handles, or controls plant biotechnology products; and 2) associate members: associate membership is for any not-for-profit organization, academic institution, government entity or individual that supports plant biotechnology and the excellence through stewardship mission, but is not directly involved in research, development, or manufacture of plant biotechnology products. Associate members are not entitled to vote unless the board determines that an associate member has demonstrated sufficient interest and investment in the corporation to warrant board membership with full voting rights.”

“Each regular voting member that is in good standing shall be entitled to one (1) vote for the election of directors to the board of directors. The biotechnology industry organization (bio) is the founding association member. The board of directors shall include not more than two (2) bio representatives. The bio representatives shall be appointed by the bio president and ceo.”

“Each regular voting member that is in good standing shall be entitled to one (1) vote for the election of directors to the board of directors and on any other matter brought before the full membership. Changes to the articles of incorporation or the bylaws require a majority vote of the bio representatives. Bio, in its sole discretion has the right to cease all involvement with ets, at which time the article and bylaws would be amended to remove all references to bio and bio representatives.”

“Before the form 990 is filed, it is first reviewed by management. The form 990 is then presented by the preparing company representative to the officers of the organization for their review. The entire board reviews the form prior to filing.”

“Volunteer leaders and staff are asked to complete a conflict of interest disclosure form annually. The form is also to be submitted at anytime that an "other interest" arises or becomes known to the person. The executive committee will review disclosure forms promptly as they are submitted. The committee may ask the person submitting a form to provide additional information to enable it to make a fully informed recommendation. The committee may determine that no further action is required. Otherwise, the committee will make a recommendation to the board from the actions listed in the policy (a. Conclude that no conflict exists; b. Grant a walver; c. Recusal from relevant portion of the meeting; or d. Resignation), and will also provide the board with the disclosure form and any other information submitted by the person. At the same time, the committee will notify the person of its recommendation. After evaluating the executive committee's recommendation and the person's disclosure information, the board will make the final determination of the appropriate action in light of the best interests of ets. When an ets member's "other interest" is a matter of competitive sensitivity vis-a-vis other members, at the member's request, the disclosure will be reviewed and acted upon, on the board's behalf by a committee consisting of the executive director and the biotechnology industry organization representatives on the ets board. The committee may take any of the actions listed above. The policy applies to directors, officers, committee members, and employees of the organization. "other interests" to be disclosed include: 1) affiliation with a competing entity; 2) affiliation with a current or potential ets business partner; 3) affiliation with an adverse entity; and 4) gratuity from an affected entity. For the purposes of the policy, "ownership; means more than 1% interest in an entity and "acting as an agent" includes serving as a board member, officer, trustee, or partner of an entity. Covered persons should also disclose whenever his or her spouse, child, or child's spouse has an "other interest."”

“Reviews are based on performance management plan developed each year and reviewed mid-year. A compensation committee, chaired by the previous board chair and including additional board members, is responsible for reviewing the performance of the executive director and determining appropriate compensation. The committee uses compensation data for other directors and top officials of organizations of similar size and complexity when determining the executive director's compensation. The process was last undertaken in 2015. Form 990, part vi, section b, line 15b: ets does not have any other compensated individuals who fit the definition of officer or key employee and therefore does not have a formal independent compensation review process at this time.”

“The organization does not make its governing documents, conflict of interest policy, or financial statements available to the public.”