The Gruber Foundation

“Three of the voting members of the governing body of the gruber foundation are employees of yale university (ein 06-0646973), a supported organization of the gruber foundation, and receive compensation for their services as employees of yale university. These individuals are not paid for their services as voting members of the gruber foundation.”

“With the exception of patricia gruber and b. Waring partridge, all officers/directors of the gruber foundation are either officers, trustees, or employees of yale university, a related organization.”

“Pursuant to the by-laws, during the period commencing with the incorporation of the corporation, and ending when there are no longer any gruber members, there shall be five directors to the board of directors. Yale university appoints three of those directors, and the remaining two directors are specifically-named gruber members. At all times during the period when there are gruber members serving on the board, yale university appoints a majority of the board (three directors), and the gruber members serve as a minority of the board (two directors). Once either of these named gruber members ceases to serve on the board, the remaining gruber member may appoint a past recipient of the gruber prize to fill the vacant gruber member director's position. No gruber members serve on the board once the remaining gruber member ceases to serve, and from that point on, yale university appoints the entire board. The gruber members are not given any other voting rights under the by-laws, except to appoint a past recipient of the gruber prize to fill the first gruber director position that is vacated by a gruber member. Moreover, the by-laws can only be amended by a majority vote of the board with yale's prior consent and approval. The vote of two yale-appointed directors is required to constitute any action taken by the board.”

“The form 990 is prepared by yale university, a supported organization of the gruber foundation, and reviewed by an officer of the gruber foundation prior to filing.”

“The gruber foundation conflict of interest policy obligates any member of the board of directors or any officer to disclose any actual or possible conflict of interest. Each director and officer, upon taking office, must sign a statement affirming that he or she has received a copy of the conflict of interest policy, has read and understands the policy, has agreed to comply with the policy, and understands that the gruber foundation is a charitable organization and that in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of his or her financial interest and all material facts to the directors considering the proposed transaction or arrangement. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, such interested person may be required, at the request of any non-interested board member, to leave the board meeting while the determination of a conflict of interest is made, and is recused from participating in any vote on the matter.”

“The officers and directors are not compensated by the gruber foundation. All compensation reported on part vii pertains to officers and directors compensated by yale university (a supported organization).”

“The organization's governing documents, including any amendments, and financial statements, to the extent provided as part of its exemption application or annual form 990, are available to the public upon request. The organization's annual report is available on its website. The conflict of interest policy is not currently made available to the public.”

“The individuals listed in part vii, with compensation reported in column (e), received compensation from yale university, a supported organization, for their services to yale university. The estimated average hours per week devoted to yale university by each of these employees is 50, though in many cases the actual average hours per week for listed persons exceeded this estimate. These individuals are not compensated in their capacity as officers or directors of the gruber foundation.”

“Description of organization's mission: the gruber foundation honors individuals in the fields of cosmology, genetics, neuroscience, justice, and women's rights, whose groundbreaking work provides new models that inspire and enable fundamental shifts in knowledge and culture.”