Advanced Medical Technology Association

“There shall be an executive committee, which shall consist of the president, elected officers of the association, the immediate past chairman, the advamed-dx chairman, and not fewer than five nor more than ten members of the board of directors at large, who shall be elected to that position, for a period of one year and thereafter until a successor shall have been duly elected and qualified, by a majority of the entire board of directors annually. The executive committee shall perform such duties as may be delegated to it by the board of directors, and may further act for and on behalf of the board of directors between meetings of the board of directors, provided that all such acts shall be fully reported to the board of directors at or before its next meeting for its review and appropriate action, if required or deemed necessary.”

“Stuart randle and benson smith - business relationship kieran gallahue and vince forlenza - business relationship (acquisition) david dvorak and jeff binder - business relationship (acquisition)”

“Any firm or corporation which, through itself or through any of its subsidiaries or divisions, is significantly engaged in the manufacture of and/or the research with the intent to manufacture medical devices, diagnostic products and/or health care information systems within the united states, its territories and possessions, shall be eligible for active membership.”

“Each active member in good standing shall be entitled to one vote on any question coming before the general membership, including the election of one third of the board of directors annually. The board nominating and governance committee presents a proposed slate of directors annually to the membership for vote. Each active member shall, in writing, designate its official representative to vote and represent that member in all of the affairs of the association, including the holding of office.”

“Each active member in good standing shall be entitled to one vote on any question coming before the general membership. Each active member shall, in writing, designate its official representative to vote and represent that member in all of the affairs of the association, including the holding of office. Such official representative shall be the chief executive officer or chief operating officer of the member or such other senior operating officer as the chief executive officer may designate.”

“Advamed's vp of finance and accounting manager perform an indepth review of the draft 990. The general counsel and chief administrative officer review the final draft prior to submitting to the finance and audit committee (fac). Upon the fac's review the 990 is submitted to the full board for their review. Provided no concerns are raised prior to the end of the review period, the 990 is then finalized and submitted to the irs.”

“Advamed has in place a conflict of interest policy that is monitored regularly. Excerpts from the policy related to this question are shown below: the conflict of interest policy of advamed: (1) defines conflicts of interest; (2) identifies classes of individuals within the association covered by this policy; (3) facilitates disclosure of information that may help identify conflicts of interest; and (4) specifies procedures to be followed in managing conflicts of interest. 1. A conflict of interest arises when a person in a position of authority over the association may benefit financially from a decision he or she could make in that capacity, including indirect benefits such as to family members or businesses with which the person is closely associated. Advamed's policy is focused upon material financial interest of, or benefit to, such persons. 2. Persons covered by this policy are the association's staff, officers, directors, chief executive officer, and chief administrative officer. 3. Persons covered by this policy annually disclose to the general counsel on a form provided by the association their interests that could give rise to conflicts of interest, such as a list of family members, substantial business or investment holdings, and other transactions or affiliations with businesses and other organizations or those of family members. 4. For each interest disclosed to the general counsel, the general counsel will determine whether to: (a) take no action; (b) assure full disclosure to the board of directors and other individuals covered by this policy; (c) ask the person to recuse from participation in related discussions or decisions within the association; or (d) ask the person to resign from his or her position in the association or, if the person refuses to resign, become subject to possible removal in accordance with the association's removal procedures. The association's chief administrative officer and vice president of finance will monitor proposed or ongoing transactions for conflicts of interest and disclose them to the chairman of the board of directors in order to deal with potential or actual conflicts, whether discovered before or after the transaction has occurred. Interests in member companies: at times, advamed staff and/or directors may be aware of the significant amount of interest generated in connection with new product development, sales and profits, product regulatory status, and acquisitions in the health care technology industry, thus, anyone in possession of material information not generally available to the investing public must, in order to comply with this policy, either disclose that knowledge or refrain from trading in the stock. In addition, the purchase of stock in member companies can lead to the appearance that a member of the staff and/or board of directors is favoring the interests of that company because of such financial interest. Even if there is no actual conflict of interest, the appearance of impropriety must be avoided. No employee of the association or member of its board of directors, either in his or her own name, or in the name of his or her spouse or children, may purchase stock in any member company without advising the association president of such ownership or contemplated ownership. In 2010, advamed required employees and directors to submit an annual financial disclosure statement to the general counsel regarding holdings in member companies. After review of the completed forms by the general counsel, potential conflicts are reported to the president, who reports any such disclosures to the chairman of the board of directors. Interest in entities doing business with advamed: in the course of its day-to-day operations, advamed contracts with numerous firms that provide goods and services. It is important that these firms are chosen for business purposes and not because they are inappropriately favored by advamed employees or directors who may have a financial interest”

“The process includes all of these elements: (1) review and approval by the board committee on finance, audit and compensation of the association; (2) use of data as to comparable compensation; and (3) contemporaneous documentation and recordkeeping. 1. Review and approval: the compensation of the person is reviewed and approved by the board committee on finance, audit and compensation of the association, provided that persons with conflicts of interest with respect to the compensation arrangement at issue are not involved in this review and approval. 2. Use of data as to comparable compensation: the compensation of the person is reviewed and approved using data as to comparable compensation for similarly qualified persons in functionally comparable positions at similarly situated organizations. 3. Contemporaneous documentation and recordkeeping: there is contemporaneous documentation and recordkeeping with respect to the deliberations and decisions regarding the compensation arrangement.”

“Financial statements, conflict of interest policy and governing documents are available upon request for the same period of disclosure as set forth in section 6104(d).”

“Other consulting expense 4,525,054.”