Mriglobal

“Governing body and management the governing body has delegated authority to act on its behalf to an executive committee. The executive committee may exercise any and all powers of the board of directors subject to the paramount power of the board. The executive committee may convene between board meetings to make decisions that cannot be delayed until the next board meeting. The executive committee members are all voting directors. Specifically, the executive committee is comprised of the chair of the board, vice chairs of the board, chair of the finance and audit committee, chair of the nominating and governance committee, chair of the compensation and hr committee, and the most recent past chair of the board of directors, so long as he or she is still a member of the board of directors.”

“Business and family relationships david b. Dillon, david e. Hall and james c. Shay have a business relationship.”

“Review of 990 prior to filing the 990 is reviewed by mriglobal staff, including the cfo, controller, and general counsel. A final draft version is also reviewed by mriglobal's finance and audit committee. Each member of the board of directors receives a final draft version of the 990 prior to the applicable board of directors' meeting. Any updates resulting from the review by the finance and audit committee are presented to the board of directors at this meeting.”

“Monitoring and enforcement of board independence the officers, directors, trustees and key employees of mriglobal are required to complete a disclosure statement on an annual basis. The disclosures set forth on the statements are presented to the finance and audit committee of the mriglobal board of directors by the mriglobal compliance officer. The finance and audit committee discusses the disclosure statements to determine if any potential conflict of interest situations exist with respect to the officers, directors, trustees and key employees of mriglobal. At the following mriglobal board meeting, an executive summary of the disclosure statements is presented to the directors and the finance and audit committee reports the outcome of its discussion to the directors. The directors are presented the opportunity to discuss the finance and audit committee's findings or any other potential conflict of interest issues presented in the executive summary. Ultimately, the board of directors will determine whether a conflict of interest exists with respect to any officer, director, trustee or key employee of mriglobal. The finance and audit committee's findings and the directors' discussion of potential conflict of interest situations are recorded in the minutes of the board meeting, including determination of whether a conflict of interest exists, the names of the individuals involved, the nature of the potential conflict, the action taken and the basis on which the board reached its decision. Mriglobal has certain procedures with respect to addressing a conflict of interest transaction. Any action to be taken by mriglobal involving or pertaining to an individual, entity or circumstance with respect to which an officer, director, trustee or key employee (each, a covered person) has a conflicting interest will be discussed and voted on by the board of directors. The covered person will leave the meeting during the discussion of, and the vote on, the transaction or arrangement that may result in a conflict of interest. In considering any such action to be taken, the board will undertake appropriate due diligence and inform itself of all material information reasonably available to it and explore all reasonable alternatives to the proposed action that would not involve the conflict of interest. The standard for the determination of whether to undertake the proposed action is whether such action is, based on a reasonable good-faith belief, (i) in mriglobal's best interest, (ii) for its own benefit, and (iii) fair and reasonable to mriglobal. The board will document whether or not the conflict of interest transaction was approved, the names of the persons present for the discussion and vote, the content of the discussion, whether alternatives were discussed that did not involve a conflict of interest, the basis for the determination that the transaction was (i) in mriglobal's best interest, (ii) for its own benefit, and (iii) fair and reasonable to mriglobal, and the record of the vote taken with respect to who voted to approve the transaction. If the board has reasonable cause to believe that a covered person has failed to disclose a conflict of interest situation, it will afford the covered person an opportunity to explain the alleged failure to disclose. If, after hearing the response of the covered person and making such further investigation as may be warranted under the circumstances, the board determines that the covered person has in fact failed to disclose a conflict of interest situation, it will take appropriate corrective action. The mriglobal conflict of interest policy requires that the officers, directors, trustees and employees of mriglobal disclose any potential conflict of interest situation to the appropriate party, including an employee's supervisor, a representative of human resources, the compliance officer, the board of directors or the mriglobal ethics hotline, upon awareness that a conflict of interest may exist.”

“Compensation of officers, directors, key employees mriglobal's compensation and hr committee (committee) of the board of directors is responsible for reviewing and approving executive compensation in all areas. On an annual basis, the committee reviews and approves compensation for executive officers of the institute. The committee reviews and approves the ceo's performance evaluations and compensation recommendations for the executives. The committee is informed of summary data on the institute's employee population (e.g. Total personnel costs, employee diversity, turnover, etc.). The committee utilizes compensation survey data, provided by an outside party, to benchmark compensation against similarly-situated companies. The committee's minutes document the decisions and basis used for mriglobal's executive compensation.”

“Governing documents, conflict of interest policy, financial statements mriglobal's governing documents and financial statements are made available to the public upon request. Mriglobal's conflict of interest policy is not made available to the public.”

“The Institute was established with the underlying purpose of "promot[ing]" pure and applied sciences." Initially, as stated in the original Articles of Incorporation, this purpose was carried out through activities focused on the Midwest region and included specific provisions that the Institute would "improve and assist industry, agriculture and livestock production by the application of science", "conduct scientific investigations and industrial research for industry and agriculture", and "foster the exchange of technical experience and research results among producers, manufacturers, agriculturists, and all others who may be benefited by the application of pure science." Over the years, while its underlying purpose has not changed, the Institute has evolved from a regionally focused scientific research and development organization to one of national and international scope. The purposes noted below reflect the broader scope of the current and foreseeable activities of the Institute. The Institute is organized exclusively for charitable, educational and scientific purposes within the meaning of Sections 501(c)(3) of the Internal Revenue Code of 1986, as amended, or the corresponding section or sections of any future United States Internal Revenue Law (the "Code"), including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Code. The Institute's purposes shall include the carrying on of scientific research and the utilization of scientific methods for the public interest; scientific research for cures for disease; scientific research for local, state, federal and international governments; scientific research which contributes to the development of the Kansas City region; scientific research for the benefit and education of humankind; and, in general, the promotion of basic (pure) and applied science and technology including, without limitation, the following specific activities: A. improve and assist industry by the application of science and technology, the conduct of scientific investigations and the conduct of industrial research; B. foster the exchange of technical experience and research results among producers, manufacturers, governmental agencies, educational organizations and all others who may benefit by the application of pure science; C. assist manufacturers, producers, and all others in the development of more efficient and scientific methods of production; D. advance defense locally, regionally, federally and internationally; E. advance the use of natural resources and other potential sources of energy by the application of science and technology; F. aid in the acquisition and dissemination of knowledge; G. collaborate with universities and educational institutions (through the awarding of scholarships, fellowships and grants or otherwise) to aid in the advancement of scientific education, to foster and encourage education and learning in science, to coordinate and develop experimental scientific and industrial research, and to promote liberal and practical education in the pursuit of scientific and industrial careers; and H. facilitate the introduction of scientific discoveries to the marketplace for the public benefit. To enable the Institute to carry out such purposes, it shall have the power to do any and all lawful acts and to engage in any and all lawful activities, directly or indirectly, alone or in conjunction with others, that might be necessary, proper or suitable for the attainment of any of the purposes for which the Institute is organized.”

“Security and Defense (S&D): S&D is primarily involved in research and development, engineering, and program management in the areas of countering Weapons of Mass Destruction; chemical and biological agent and explosive test, evaluation, and engineering; mobile laboratory design, fabrication, deployment, staffing, and support; forensic and source attribution analysis, independent instrumentation test and evaluation; and rapid prototyping. S&D supports field monitoring and forensics analysis programs in support of chemical, biological, radiological, nuclear, and explosives (CBNRE) missions. Projects focused on the development of national security systems include mobile laboratory analytical systems, chemical containment systems, robotics systems and chemical sensors. The U.S. Government funds the majority of MRIGlobal's S&D work.”

“Global Health and Security (GHS): GHS conducts bio-surveillance, biosafety, and biosecurity programs for the U.S. government. GHS's work depends on MRIGlobal's ability to work with regulated substances requiring high levels of oversight and certification. GHS is also involved in research and development in product development, repository management, diagnostics, medical countermeasures, pharmaceutical and vaccine development, and agriculture and food safety. The largest client sector is the U.S. government. GHS performs studies that target the development of therapeutics and vaccines under federally-mandated preparedness programs and in support of the pharmaceutical industry. GHS conducts analysis programs for biological pathogens and supports test and evaluation of emerging biotechnologies and clinical diagnostics. GHS also conducts programs to assess agriculture products requiring registration under EPA requirements. NIH-sponsored programs for Niehs AND NCI are among GHS's largest clients. The focus of these research and development programs is chemical characterization, preparation of study articles, and repository management to support toxicology and pre-clinical studies.”

“Mriglobal's other programs are ancillary to and usually complement the skills and resources with s&d, ghs, and energy and infrastructure. The primary customers are agencies of the u.s. Government.”

“Other changes in net assets pension adjustment $ (2,619,256) equity in earnings of alliance llc 3,962,112 ----------- $ 1,342,856”